Spiders and Magic: Rise of Spider-Mane
by Maximus- Reborn
Summary: Trouble is brewing in Equestria, and Spider-Man is summoned to save the day! However, he takes the form of a pony upon his arrival and slowly starts to lose his powers. Now as Peter Pony Parker, he must become Equestria's new hero as the Amazing Spider-Mane, but with past failures haunting his mind, will somepony be able to give him the happiness he deserves? OFFICIALLY COMPLETE.
1. Unwanted Second Chance

**_Chapter One "Unwanted Second Chance"_**

"Dark days lie ahead for the center of the web."

Within a dark room, an older woman sat in an unusually large chair with a crimson-colored blindfold over her eyes and matching silk dress around her body. Large strands of webbing surrounded the entire room, images of different Spider-Men and Spider-Women embedded within them. Extending her hand, a small orb materialized and revealed an image of the Spider-Man of her universe, Peter Parker. The image faded, morphing into another. With his mask torn, Spider-Man fell to a knee before Doctor Octopus, Kraven the Hunter, Electro, Vulture, Shocker, and Norman Osborn, the Green Goblin.

In a bright flash of light, the orb disappeared from sight before the end of the vision could play out. Madame Web shifted her head in the direction of one of the strands of webbing. Peter's image could be seen within, but it broke away from its position, floating gracefully in the air, but instead of reaching the floor, the strand whipped around, placing itself upon a new spot in the web. Madame Web's brow furrowed. As Watcher of the Web, she had seen many things, even four different Spider-Men in one locale recently. Yet, in all her wisdom, Madame Web could not believe the fate that awaited Spider-Man.

There was hope yet, however. Energy spiraled near her lap, transforming into a book. Madame Web turned her attention to Peter's strand of webbing. A new image formed inside, causing the woman to nod her head. With a flick of the wrist, the book disappeared from sight. It was time for Spider-Man to embark on a journey and fulfill his destiny as the world's greatest superhero...

...in a land far away.

* * *

><p>Explosions roared outside, causing the interior of her home to shake violently. Twilight peeked through the opening of her curtain, catching sight of a huge fanged beast wrecking havoc on Ponyville. His large, black scaly frame covered the village like an ominous cloud, and his beady yellow eyes served as a false beacon of light in that same darkness.<p>

"That monster's going to destroy the entire village at this rate!" Twilight said, panic evident in her voice.

Spike lost his footing, stumbling until he fell against the nearest wall. "What are we going to do?"

"I don't know." The mare shook her head sadly. "None of my letters are reaching Princess Celestia."

Twilight rushed back to an assortment of books resting on her desk and pulled one from underneath the group, causing the others to fall across the floor. "There must be a spell I can use. " she said, flipping through the pages hastily.

A second tremor occurred, much stronger than the last, and caused Twilight to lean against her desk for support. She turned her head away for a moment to steal a glance at the beast outside, but in that short time, the book she originally had vanished, with another taking its place. Once the mare turned her attention back to the book, she wasted no time opening it, unaware of the change that occurred.

"What is this?_ 'The Greatest Hero in History'_? He's said to have saved countless lives and fought the most dangerous beings around." Her violet eyes shifted through her pages, widening at the sight of a notable passage. "Wait! This is a summoning spell!"

"Summoning spell? Do you really think that's safe? I don't think you've ever done that before!" Spike ran to her side with a look of concern in his eyes. "What if something happens? Princess Celestia might punish you!"

"I know, Spike, but everypony is in danger. I have to do something." Once her body glowed with bright violet energy and her pupils disappeared, she focused all of her power into the spell. "I just pray it'll be enough."

Elsewhere, swinging across the skies of New York on a strand of webbing, Spider-Man groaned underneath his mask. The city folk had been relatively rude for the day, calling him every foul word imaginable and some new ones as well. Jameson gave him a lousy paycheck, though that wasn't anything new. To top it off, he missed his math class for the third time this week.

"I don't know why I bother sometimes," he rolled his eyes and sighed. His dual life as Peter Parker and Spider-Man was taking its toll, and he was losing patience at an astonishing rate. "Maybe I should stop being Spider-Man? I mean, no one will miss me. Can't blame them, really. Not after what happened to Captain Stacy and Gwen." Using the strength in his legs, he threw himself from his webbing and proceeded to glide momentarily. "This is getting tiresome. Something really needs to change around here."

That same instance, a purple door appeared in midair. "What the-?!" he shot, unable to stop himself. The door opened and Spider-Man flew right through, babbling incoherently as he cruised through a dark, star-filled room. Before he knew it, a path opened, and he could do nothing but watch helplessly as he crashed into a bookshelf, causing it to fall on his limp frame.

"Ow," Spider-Man muttered weakly. A few moments passed before he used his strength to toss the heavy furniture to the side with ease and make his way back to a vertical base. "Well, that was weird. I wonder where I am? It's not everyday I fall into a random door in the sky. It's only on Tuesday when that happens, and today's Thursday. That officially makes this weird."

"What the heck is _that_?!" Spike blurted out, pointing at the strangely costumed being.

Spider-Man turned and immediately yelped at the sight of the purple pony with the tiny dragon by its side. He shook his head madly, glancing around before slowly pointing at himself. "What the heck am _I_?! What the heck are _you_?!" Snapping his head back and forth, Spider-Man attempted to gather his surroundings but failed miserably. "Better yet, where am I?!"

"Equestria..." Twilight hesitantly said, causing the young man to yelp once again. "I summoned you here." Her eyes remained wide, the strange creature's bizarre image leaving her mind with a plethora of thoughts. _'What... is this? He's not... like us.'_ Unsure of what to make of the situation, the unicorn furrowed her brow. "Where are you from, and what... _are_ you exactly?"

Tilting his head to the side, Spider-Man stared at the lavender mare for what seemed like minutes. "Did that horse just talk to me?" he muttered, the idea too far-fetched to take seriously. Fortunately, memories of one of his latest adventures reminded him that weird circumstances were bound to occur in his life. Placing his hand over his forehead, Peter sighed inwardly. _'I saw a cartoon pig version of myself once. A talking pony is rather normal compared to that.'_

Nodding, Spider-Man turned to the pony with his shoulders shrugged. "Okay. So I'll know I'm not losing my mind... or humoring my hallucinations. Whichever comes first... You asked where I'm from and what am I? Well, despite what my awesome sense of fashion may suggest, I'm just a human from Earth." He looked around, analyzing his surroundings. "Please tell me I'm just in an alternate dimension or something."

Twilight glanced to the side, retreating into the confines of her mind for any recollection regarding the given location. After several moments, her eyes sprung open at a late realization. "Earth? Human? There are tales that such a place existed long ago, and humans are a folk legend, said to have roamed our world eons ago." Closing her eyes, Twilight frowned. "But that is merely a fairy tale. Meaning you are not physically and scientifically possible."

_'The talking pony is telling me **I** don't exist? I don't know whether I should be terrified or insulted.'_ Spider-Man scratched the back of his head. "Where I come from, a lot of things defy the term 'impossible'. I'm getting off-topic though. Why did you bring me here in the first place?"

Before she could begin to explain the situation at hand, another tremor shook the room to its core, knocking Twilight off her hooves and staggering Spider-Man to a knee. She rushed over to the window and pushed the curtains open. Twilight turned and motioned for Spider-Man to join her, causing the young man to promptly obey. His masked lenses shot open at the sight of the colossal beast outside.

"That monster is close to destroying our home." She turned with a deep sense of plea in her large, violet eyes. "I was desperate and performed a summoning spell that would bring the world's greatest hero here."

He tilted his head to the side at the comment. "...and you got me? I'm not even from _here_ to begin with!"

"I'm sorry for being selfish, but I implore..." she edged closer, her face inches from his. "No, I beg of you. Please, save my friends!"

Shrugging his shoulders, Spider-Man felt a twinge of guilt take over. "I don't mind helping, but I'm the greatest? That's wrong on so many levels. I'm not great in the slightest. You must have misread the spell. No, I _know_ you messed up somewhere. I know you can find someone eleven times better than me. I know this _god_ that does some nice work with a hammer. Maybe you can summon him instead? Better yet, there's this nutcase with claws that goes on about how he's the best there is at what he does. Better yet, why not summon... you know... another pony?"

Shaking her head madly, Twilight yelled, "I don't know if I can! I wasn't supposed to perform the summoning spell in the first place! Please, I promise to send you back when this is over. Just right now, I need you to do something!" Her voice cried in desperation, and her eyes steadily swelled with tears. "Please, you're the only one who can help right now."

Letting out a defeated sigh, Spider-Man threw his hands up defensively. "This is so weird, but okay, I'll help. I punched a T-Rex once, so maybe this won't be so different?" He jumped across the room and landed in front of a large double door. He paused, as if a thought occurred. "What's your name by the way?"

Her face flushed, easily with embarrassment. "I'm sorry! I've forgotten my manners. My name's Twilight Sparkle, and what is yours?"

He shook his head disapprovingly. "I'm just your friendly, neighborhood Spider-Man." His brow furrowing underneath his mask, the young man let out a derelict groan before leaping out of the window. _'Magical talking ponies and killer dragons? This is Spider-Ham and the Savage Land all over again. Oh, well. This day can't possibly get any weirder...'_

Once the strangely garbed being was out of hearing range, Spike turned to Twilight with a worried look. "Do you think he can do it? He doesn't really seem... heroic."

"He does come off as a bit... unorthodox, but he's the best hope we have for survival." Twilight's mouth quivered before slowly shutting. "I'll work hard to find a spell just in case something happens."

"I'm not sure, Twilight. I mean, is it safe for him to run around? What will everypony say?" He paused, the muscles in his body growing cold suddenly. "What will Princess Celestia say about this?"

She didn't respond right away. She looked away, resisting the urge to swallow the lump in her throat. "I'm not sure, but I'm more worried about everypony else. I'll deal with that when the time comes..." She grimaced. _'I hope I won't be banished for this...'_

* * *

><p>On the other side of the village, Spider-Man continued to sprint, leaping from one rooftop to another. "You know, I'm taking this rather well. I was just pulled into an alternate dimension and volunteered to save a bunch of ponies from a giant dragon. " He flipped over a chimney, landing on the side wall of the nearest building. "Is it wrong that I still find Squirrel Girl and Deadpool weirder on all counts? I swear I think I've lost my marbles years ago, and I'm only <em>now<em> realizing how weird my life is."

He crouched and jumped high into the air, extending his hand out to shoot his webbing. He released the strand and performed a front dive, managing to land perfectly onto a tree stump.

"Help!"

The voice brought Spider-Man's attention to the other side of the village, where he saw a Pegasus with a beautiful pink mane and ocean blue eyes running in his direction. Unfortunately, closing in on her tail was a claw nearly twice her size. Spider-Man shot a strand of webbing from his hand and sped to the pony with a great swing. Shifting his body, he turned sharply, whisking the pony away before the dragon could claim his prize. With his arm wrapped around her, he continued to swing while the thunderous footsteps of the dragon quickened, signaling his pursuit. The young pony watched in bewilderment, gasping with every swing her savior took.

"Oh, my. Um... Thank you," she said barely above a whisper.

"No problem. I'm used to saving damsels in distress, but ponies are entirely new."

Fluttershy glanced up at the being to say something, but her nerve slipped the moment she saw his blank, bug-like lenses. His figure clearly indicated that he was not a pony with his fingers, thumbs, and lack of a tail. Before Fluttershy could think further into the subject, the dragon took a wild swing, but Spider-Man dove underneath the blow, clutched the girl tighter, and resumed his swinging.

"W-what are you?" she asked, her voice filled with a mixture of awe and fear.

"I'm just your friendly, neighborhood Spider-Man," he said casually, earning a baffled look from the Pegasus. Laughing sheepishly, the man shrugged. "Sorry. It's kind of a thing back at home. Trust me, it won't become a thing here. I don't intend to stay that long."

Spider-Man swung with the mare in his grasp. The dragon inhaled deeply, causing Peter's Spider Sense to blare off inside his head. He turned to see flames shimmering inside of the dragon's mouth before shifting his gaze to the wings on her back.

"Excuse me, Ms..."

"Um... I'm Fluttershy," she whispered, the embarrassment apparent in her voice.

"Fluttershy, can you fly?"

She closed her eyes and shook her head. "Oh, um... yes, but I'm not good at flying."

Spider-Man jerked his wrists and broke away from his web. Fluttershy let out a shriek, clutching the man as tight as possible with her hooves around his neck. Turning around, Spider-Man fired an array of webbing at his target. The gossamer flew right into the dragon's eyes, causing him to clutch at his face and stop in his tracks. With a front flip, Spider-Man landed on the roof of the nearest building.

"He's not going to be able to see you for a few minutes. You should fly out of here and find shelter," he said, unwrapping his arm from around her body, allowing the Pegasus to flap her wings.

As she hovered, Fluttershy's large eyes filled with concern. "Are you sure? It'll be dangerous!"

"I appreciate your concern, but I don't want you to get hurt for my sake. I have a sense of guilt like you wouldn't believe, and I'd feel horrible if you were caught in the crossfire," he replied before placing his hand on her shoulder. "Do me this favor and promise to stay safe, okay?"

Before she could respond, the dragon snatched the webbing from his face and snarled at the sight of Spider-Man. He inhaled deeply, mustering up as much breath as he could, and exhaled a massive ball of fire at his target. Spider-Man turned and pushed Fluttershy away from the area. At the last moment, he jumped away from the building and landed on top of a smaller one.

"Now make like a tree and leave already!" Spider-Man yelled. Fluttershy's eyes filled with tears. Though she only knew him for a few moments, Fluttershy did not want to see the strange being get hurt. Slamming her eyes shut, she chose to respect his wishes and flew in the opposite direction. _'Sweet girl. I wish some of the girls back at home could be half as nice as her.'_

The dragon's eyes followed the girl. He readied to give chase, but Spider-Man landed on the top of his beak. He shook his head madly to shake off the human, but he didn't budge at all. It was as if his feet were firmly planted in place. His clawed hand rose and crashed down, but Spider-Man back-flipped and avoided the attack, leaving the dragon to smack himself accidentally. Once Spider-Man landed on his feet, he crouched and shot webbing into the dragon's eye at point blank range. He didn't stop until the majority of the dragon's head was wrapped in webbing.

The beast swung about madly, desperate to see again, but Spider-Man landed and ran between his legs.

_'That should keep him busy long enough for me to get everyone out of the village.'_ Peter cut across the nearest corner, and almost immediately, he found a large pile of masonry near a destroyed house. He groaned at the sight. _'I just have to hurry before he causes too much damage.'_

"Wait."

The voice of a girl caused him to stop in his tracks and turn to the rubble. His eyes widened at the hint of sky blue near the bottom of the pile. He walked over, his fears confirmed at the sight of a pony. Her rainbow-patterned mane shielded most of her face, but her pleading large light-violet eyes could still be seen. Spider-Man placed his hands underneath the base of the rubble. Taking a deep breath, he lifted the masonry off of the mare, giving her enough time to crawl from underneath the debris.

The second he released the rock, she flew into the air. "Thanks, not like I needed the help or any-" The pony's mouth fell agape once her eyes finally settled on the bizarre looking being. She stepped back, holding her hooves up defensively. "Okay. Who or _what_ are you supposed to be?"

"I'm Spider-Man. As much as I'd love to give you my backstory, there's no time for that right now." He stepped back and glanced at the dragon, finding the beast still attempting to remove the webbing from his eyes. "You should get out here while you still can."

"Spider-Man? You don't really look like a spider there, pal. You look more like something that crawled out of Nightmare Night." The Pegasus furrowed her brow, giving the man a questionable glare. "I don't know what you are or where you came from..." She paused, allowing her demeanor to soften. "But I saw you help my friend, Fluttershy. I guess that means you're all right."

Nodding, Spider-Man gave a simple thumbs up. "That's great to hear, but I need you to do me a favor. Think you can help evacuate the rest of the village while I do what I can here?"

The Pegasus brought her hoof over her forehead, giving the man an affirming salute. "Just leave it to me, but are you seriously thinking about taking on that dragon? You're as crazy as you look."

"Don't worry. I'm used to working in a hazardous environment."

"You're still crazy... but try not to get yourself killed, Spider-Dude." She nodded before turning to run. However, the mare stopped in her tracks almost immediately. "The name's Rainbow Dash, by the way."

She took to the sky with great velocity, leaving a rainbow-patterned trail to follow behind. Spider-Man to rub the underside of his chin. _'**Rainbow** Dash, huh? Subtle.'_

Taking a defensive stance, Peter readied to resume his battle, but he spotted something out of the corner of his eye. A very light aquamarine-colored pony stood in front of a burning house, pacing uncontrollably by the flaming door. Spider-Man jumped to the nearest rooftop of a building and, using his webbing, slingshot himself to the dragon's head. With all his momentum, he delivered a swift kick to the side of his jaw, managing to send the beast tumbling to the ground. With the dragon further distracted, Spider-Man rushed over to the cottage, landing next to the distressed pony.

"What are you doing?! You need to get out here! Didn't your mom ever tell not to play with fire..." He said, holding his arms out to the side where the dragon sat, "...or giant killer dragons?!"

Paying the man's words no mind, the pony's gaze remained firmly centered on the burning house. "I'm sorry, but somepony's still inside. She'll be burned alive if nopony does something!"

While the cyan-maned mare watched the scene, Spider-Man shifted his attention to the wall of flames surrounding the door. "That right? I'll get her out. You get out of the village while you can."

"But it's really dangerous! You shouldn't-!" The mare turned to face the man finally, but all of the blood in her body grew cold at the sight. The creature´s unusual features were enough to send a wave of uncertainty through most Equestrians, but oddly enough, the mare seemed to have been affected, not out of fear, but fascination. Her hooves trembled, sending tremors throughout her entire body. Goosebumps formed along her coat, and her heart rate threatened to escalate too greatly. "You! You're a... human!"

The second her mind contemplated taking action, Spider-Man dove through to the second floor window. The mare prepared to follow, despite the physical limitation, but in the blink of an eye, something swooped from the sky, grasping the unicorn. She struggled to break free, only causing her captor's grip to tighten.

"Lyra! What are you doing?!" Rainbow Dash spat, frustrated with her friend's unusual amount of resistance. "Can't you see it's dangerous?!"

"I don't care about that!" She retorted, refusing to cease her squirming. "I have to go back and catch that human!"

"Again with the humans, Lyra? For the last time..." Rainbow Dash growled, focusing on her increasing speed, "...they don't exist!"

* * *

><p>Shards of glass scattered in every direction, covering the floor and some of his costume. "Hey! Where are you?!" he screamed, hopeful the worst hasn't already occurred.<p>

"Is somepony upstairs? Please help!"

Spider-Man rushed to the stairs and jumped to the bottom, but he gasped aloud at the sight he barged in on. Flames had scattered throughout the entire floor and stood at a few feet. A pony sat helplessly in the corner, huddled against the wall with her eyes shut. Her violet mane resembled Twilight's, and her coat resembled the paleness of the moon but shone just as beautifully. Before he could call out to her, she collapsed.

Pieces of the ceiling fell but missed her slender frame by a few inches. The flames drew closer to her and grew in height. Spider-Man hurdled over the first flame in his path, bounding to the wall after his second, but a piece of falling, flaming rubble threatened to crush him the same moment. He performed a front-flip, dodged the rubble, and landed feet first on the ceiling. With one final leap, he landed next to the unicorn.

Spider-Man lifted her body and placed the pony gently onto his back. However, his sixth sense for danger began to ring once again before he could progress. He jumped across the room and stopped in front of the nearest window. He glanced through the room and stopped at the sight of a stepping stool. He shot his webbing at the stool and threw it out the window before following it outside. Resuming his web-swinging, Spider-Man made his way to the outskirts of the village. Once he landed safely, Rainbow Dash approached him.

"Is everyone safe?" he asked. Once the mare nodded, Spider-Man chuckled. "Well, that's a relief. Think you can help her?" he added, shifting his head to the snow-white unicorn on his back.

At the sight of her friend on Spider-Man's shoulder, Rainbow Dash gasped. "Rarity! Is she...?"

"She's fine. Just unconscious."

He walked over to the mare's side and gently placed Rarity on her back. However, she shuffled in her sleep, opening her azure eyes lazily. She stared at Spider-Man for a few moments before her lips curled into a frown.

"My gosh... That outfit's horrendously... tacky..." she whispered before succumbing to unconsciousness once again.

Spider-Man rolled his eyes underneath his mask and exhaled. _'For the love of... why does everyone talk crap about my costume?'_ He turned his gaze to Rainbow Dash. "I need you to get out of here."

"But what about you?"

"I'll be fine. Everyone else is safe, and that's the most important thing. Just promise to take care of everyone for me, okay?" He shrugged. "Now get out here!"

Rainbow Dash tried to protest, but Spider-Man jumped away and swung back into the village. Her eyes filled with sadness, but she ignored her worrisome thoughts and flew deep into the forest.

"I hope he'll be okay..."

Spider-Man swung before landing on the highest building. "Great, now it's just him and me!" he said confidently with a spring in his step.

However, the dragon snatched the webbing from his eyes and let out a soul-piercing roar. He bore his fangs and glared intently at Spider-Man. He grabbed a boulder and crushed it in his grasp. The sight caused a shiver to run up Peter's spine, and his confidence took a nosedive into oblivion.

_'Great... now it's just him and me...'_

The dragon lunged forward, but Spider-Man rolled to the side, managing to avoid being crushed by his attacker's weight. Before the beast could recover, Peter dove forward with his fist held back as far as possible. With all his strength, he could easily knock the dragon out in a single punch. He neared his target, prepared to deliver the coup de grâce, but the muscles in his body locked up, causing the man to inadvertently stop in his tracks. His body shook uncontrollably, forcing Spider-Man to clutch at his side.

Unfortunately, before he could recollect his senses, the dragon reared back and struck, sending the man flying into a nearby wall. Embedded within the structure, Spider-Man pried himself free before the dragon's tail whipped by, destroying the area.

_'What the heck's wrong with me?'_ Peter jumped from one rooftop to the next before leaping forward and striking the dragon's stomach with both of his feet. 'I feel like I could have beaten this guy a thousand times by now.' He flipped into the air, avoiding the dragon's attempt to crush him into the ground, and used his strength to stomp the beast's hand. _'I think I'm losing my strength somehow.'_

Spider-Man took to the air, ready to web-swing away, but the dragon used his free hand to snatch him out of midair and toss him across the village. His body flew helplessly for several moments before it crashed through a window, slid across the marble floor, and bounced off a cabinet, causing its plates to fall around his frame.

"You know, just once, I'd like to be summoned to an island filled with lonely supermodels instead of anything that's willing to kill me." A cupcake teetered on the edge of a pan right above Peter. Pulling the lower half of his mask up, he reached out and took the treat in hand. "The ponies can cook here, too? Next thing you know, they'll be able to skateboard. They'd be a hit at a local circus."

His mouth watered, ready to perform a taste test on the delicious morsel, but his spider sense interrupted his train of thought. Peter peeked up and winced at the sight of a large yellow pupil locked on him through the window.

"Hey! This is mine! Get your own!" Spider-Man flipped to his feet, took the pan, and threw it directly into the dragon's eye. Screaming out in pain, the dragon brought his claws over his head. Peter scoffed, finally taking a bite out of the cupcake. "Man, these ponies cook as good as Aunt May," he chuckled.

Spider-Man jumped out of the house, landing by a large boulder. He peeked up at the dragon standing over him, his attention still on his aching eye, and came up with an idea. He aimed his hands at the boulder, spinning several strands of webbing around it but making sure to not cut off his end. He took a few steps back until the webbing stretched to its limit.

"I would say 'let's rock,' but that pun is so beneath me," he muttered before a smirk formed on his face. "But I'll say it anyway... _let's rock_!"

Extending his legs, Spider-Man sling-shot himself into the boulder, sending it airborne and into the side of the dragon's head. The impact caused the beast to stagger back before he fell through a house behind him, sending shards of wood and masonry all across the village. Spider-Man landed on the dragon's stomach and glanced at the scattered debris around him.

"I must say, big guy, you really brought down the house. Now do me and these good ponies a favor. Stand still while I deliver the coup de grâce."

That same instance, the dragon wrapped its clawed hand around Spider-Man's entire body with the exception of his head and neck. He reared the man closer to get a close up of his swollen eye. Peter chuckled at first, but once the dragon roared, he could only let out a small set of whimpers.

"I know what this is. I'm in a dream! Any minute now, I'm going to wake up and find myself late to class. I'll wake up soon," he prayed to himself, clinging to what little hope he held on to. "If not, I'm sure that pony will come up with a spell _any_ second now, and this weird experience will become just another moment in my bizarre life! Then I can sleep this off. Right?" The dragon snarled even louder, turning Peter's skin a shade as white as snow. "...right?"

The dragon's roar ended abruptly with low laughter replacing it. Peter's masked lenses widened at the sound. "You are wrong, little one," the dragon growled. "My master has plans for your friend, Twilight Sparkle."

Spider-Man shook his head and tried to squirm free, but the dragon's grip was too firm. "Okay, first off, Darth Vader called, and he wants his voice back." He continued his struggle, managing to free one of his hands. "Second, I'm just visiting. You couldn't have timed this any worse. Third, what creep do you work for? Fourth, what does he want with her? And fifth, can we have a do-over? I'm kind of going through a power failure at the moment. Let me recharge my batteries and we'll partake in something more friendly. How does musical chairs sound? Or-"

The dragon snorted, blowing Spider-Man's head back. "You're an annoying one. I work for the Spirit of Disharmony and Chaos, Discord, and he will return Equestria to a state of eternal chaos."

"Discord? Nah. My life is already full of that," Spider-Man shrugged, causing the dragon's eye to twitch involuntarily. "Seriously, can you put me down? I'm growing light-headed..."

The dragon snarled, tightening his grip on Peter. "You are lucky my master only wants to send a message. Otherwise, I'd crush you here and now."

His entire body going limp, Spider-Man exhaled, "Duly noted."

The dragon reared his claw back, but a flash of light erupted from underneath his feet. His body began to fade away into the night, much like a ghost would. His fanged mouth formed a wicked smile. "It's a shame his spell is temporary, but don't worry. You'll see me alongside my master three months from tonight."

Peter groaned. "You better make your reservations then. Once we're booked, it'll be hard for us to hold your table."

"Go on and make your jokes. If you're the best Twilight Sparkle could find, my master will have no problem taking over in the future. The Elements of Harmony will not best him a third time." His wicked smile widened. "Especially now that he knows how to best the Element of Magic."

His brow furrowed underneath his mask. "What are you talking about? Elements of Harmony? Next thing you'll tell me is that friendship is magic."

"My message has been sent. Tell the ponies my master wishes them the best of luck."

An awkward silence filled the space around the two, but it ended once the dragon threw Peter as hard as he could before his body completely vanished from existence. Peter's screaming echoed across the skies of Ponyville and through the outskirts of Everfree Forest until he crashed into the lake, causing a splash to match the height of the trees. His head spun at the point of impact, causing his eyes rolled into the back of his head. He tried to move his muscles, rowing his hands against the water, but he remained still, a sign his super strength had long left him.

His thoughts raced, trying to piece his crumbling mind back together. His consciousness continued to slip, and he slowly started to breathe in the water around him. He growled inwardly. The magic sapped his vast endurance as well. Peter finally surrendered to his subconsciousness as his body steadily sank into the cold depths of the lake. However, a silhouette approached him from above and hovered over his limp frame. Peter watched her golden hair flow gracefully with the flow of the water and the moon's light reflected off her large green eyes despite the darkness of the water around them. She pulled him over her shoulder and paddled to the surface with surprising speed.

Once they reached the surface, she gasped for breath and peered back at her passenger. "Ya'll okay there, partner?"

Peter attempted to respond, but water escaped from his mouth, forcing him to cough out the rest. "No," he bluntly said, allowing his head to rest completely against the pony's golden mane.

She chuckled. "Nah, Ah' reckon' you wouldn't be. Fluttershy told me you were fighting that dragon back in the village by yourself. Ah' don't know whether to call you brave or crazy."

"I don't know if it's the brain trauma, but I didn't hear a word you just said," he said to himself but loud enough for the mare to hear.

She peered back, prompting Peter to glance up and admire the snow white freckles on her face. "It's okay. I also heard you saved my friends, Rarity and Rainbow Dash. That's awful brave of you. I'm Applejack, by the way."

"Applejacks? But it's too late for cereal," he slurred. "Sorry, Ms. Talking Pony. I'm going to take a nap now..." He murmured finally passing out from exhaustion.

The girl turned around, but a blue streak in the sky brought her gaze skyward. Rainbow Dash slipped through the limbs, slowing to a hover once she was a few feet away from Applejack. "Is he okay?" she asked, unaware she was inching closer to his being.

Applejack nodded. "He's okay. The fella took a nasty fall, but Ah' managed to fish him out of the river." Concern filled her eyes. "What about the village? Is that dragon still running amok?"

"That's the weird thing. There's no sign of him. It's as if he completely disappeared."

Both ponies shared a glance before Applejack shifted her shoulders and peered back at the masked man. "Well, Ah' reckon we should be grateful for whatever our friend here did." Her brow furrowed. "Ah' don't mean to point out the obvious, but what exactly _is_ this fella?"

"Applejack! Rainbow Dash!" a voice called out and echoed through the forest.

Rainbow Dash's eyes widened. "Twilight? Is that you?"

Galloping through the forest, Twilight brushed through an assortment of tree limbs and stopped between Rainbow Dash and Applejack. She paused, her violet eyes softening at the sight of the man on Applejack's shoulders, but she recollected her nerve and frowned. "Girls, it's urgent. Princess Celestia has summoned us. Fluttershy, Rarity, and Pinkie Pie are already on their way to meet with her now."

"Hold your horses there, Twilight!" Applejack blurted out, planting her hoof down right after. "What about this fella on my back? We can't just leave him here."

"We aren't leaving him," Twilight replied. She turned, swallowing the lump that formed in her throat, and closed her eyes. "Princess Celestia wants to see him, too."

Before anypony could react, Peter's body glowed with crimson energy before exploding in a bright flash of light. Applejack slammed her eyes shut, bracing herself for impact, but her emerald irises opened at the lack of any damage occurring. She glanced around aimlessly, trying to figure what happened exactly. However, Rainbow Dash and Twilight's agape jaws caught the blonde's attention. She followed their lines of sight, turning her head to the man on her back, but something was wrong, evident by the horror that filled Applejack's eyes as well.

His form had changed drastically, matching the mares standing around him. A horn protruded from his forehead, managing to tear his mask slightly and allow his mane to escape. The same happened with his newly formed tail. Somehow, some way, the man had transformed into a pony. As the mares around him panicked at the sudden change, Madame Web nodded her head, causing the orb in front of her to disappear.

_'Spider-Man... your greatest trial begins now.'_


	2. Does Whatever a Pony Can

_**Chapter Two "Does Whatever a Pony Can"**_

Peter groaned as his senses steadily returned. His vision spun, blurring further as he attempted to center it. After a few moments, Peter forced himself to sit in an upright position. Recent memories filled his mind, from the talking ponies he encountered to the dragon that threw him across the village. A bolt of pain coursed through his cranium, the effects of the crash landing still painfully evident. He brought his hoof over his eyes to block the awfully bright light.

Suddenly, as if his senses were just catching up with the real world, Peter held his hoof across his face for what seemed like an eternity before he screamed at the top of his lungs. That same moment, he threw the bed covers to the side, revealing his lower half had been changed as well. The hooves that were his hands and feet were enough, but Peter let out a high-pitched shriek when his newly-formed tail whipped between his legs, seemingly waving at its new master. In his panicked state, Peter slipped over the edge of the bed head-first.

With his lower body pointing skyward, he frantically searched the room for a mirror, managing to find one across the room despite the awkward position he was in. Forcing himself to stand up, Peter tried trotting over to the mirror, but his legs and arms moved too fast for their own good. His back hooves tangled up with his front limbs, causing the morphed man-pony to crash into the floor face-first with a smack. Rolling his eyes, Peter growled. Determined not to be made a fool of, he hopped back to his hooves, but he immediately lost his balance again, this time falling on his forehead.

This was just as painful as the last, a protrusion from his forehead having formed from the result. However, Peter's eyes narrowed on the oddity. It was not a knot as he originally speculated but a horn of sorts. He brought his hoof up and poked the appendage. Though his reaction was delayed, Peter let out another horrified screech. Having enough, Peter staggered to the mirror, his mouth falling agape at the image within. Though his costume remained intact mostly, it looked ridiculous considering a pony was wearing it now, and Peter's mane, tail, and horn tore several unwanted holes into the spandex.

Peter brought his hooves over his cheeks and screamed once more, all while standing upright. "Oh, my God! I turned into Seabiscuit! I look more ridiculous than Spider-Ham!" Landing back on all four hooves, Peter extended each limb, taking a moment to analyze his new body. _'Look, God, if this is for all the cracks I made about the pig, I want to take a moment and say I'm sorry! The other me's made fun of him, too! Why is just me you're getting back at?! I swear, it's like you hate me and you go out of your way to screw my days up! Heck, I can just-'_

"Hi!" A young girl enthusiastically squeaked, causing Peter to turn, only to find a large pair of blue eyes, pink coat, and matching mane a couple of inches away from his face. "I'm Pinkie Pie! What's your-?"

"OH, GOD!" Peter yelped, stumbling back until his back hooves tangled up with the bed sheets he disregarded earlier. Before he knew it, Peter fell back and smashed the back of his head against the foot of the bed. A pitiful groan escaped from his mouth. "I was hoping this was a dream. What is going on around here?"

"You're in Princess Celestia's private quarters." He remained on his back but shifted his head at the sound of the voice, finding Twilight standing over him with a sweet smile on her face. "You've been unconscious for three days now. We didn't know when... or if... you would ever wake up." She glanced at the mirror before shifting her gaze back to the stallion. "I see you've noticed your... recent development. How are you feeling?"

"Like I got hit by a truck twice and got rolled over by said truck five times for good measure." Turning over onto his belly, Peter forced himself back to a standing position. "You mean to tell me I'm still here? Is that why I'm a horse all of a sudden?"

Twilight shook her head. "We're not sure. You've changed right when you lost consciousness. The most conclusive theory we've come up with so far is that the magic of our world is having an effect on your unique biological structure. Perhaps it's a way of giving you a suitable form for this world."

"Not the weirdest explanation I've ever heard." Peter sighed, keeping his gaze fixed on his finger-less hooves. A shadow loomed over his figure, causing Spider-Man to raise his brow at the pink mare that stared at him intently. "So... you said your name was Pinkie, right?" He huffed inwardly as the mare replied with a wide, toothy grin. _'Again... subtle. Then again... **Spider-Man** screams subtlety.'_

"Please excuse my friend Pinkie Pie, she's a little unusual." Twilight stated, raising her brow.

Rainbow Dash swooped in past Twilight's head and landed next to Pinkie. "Random's more like it."

"Random... Sounds like my life explained in one word." Peter nodded before a fourth pony walked up and stopped next to Twilight. He glanced up at her familiar azure irises and tilted his head. "Oh, hey, I remember you."

The snow white pony flicked her head, flipping her violet mane behind the right side of her neck, and smiled warmly at Peter. "Well, I believe we haven't been properly introduced yet." She extended her hoof out to him. "My name's Rarity, and I can't thank you enough for saving my life. Though, I must say, I was under the impression that you were taller."

He furrowed his brow underneath his mask, unsure of how to respond. Back at home, he saw this as a handshake, but with no fingers, he had no idea what to do. He raised his hoof and slowly placed it against her own, awaiting a look of disapproval, but Rarity's smile remained intact, meaning Peter's actions were not incorrect by her standards.

"The pleasure's all mine. I was taller, but I kind of shrunk recently. I knew I shouldn't have stop drinking milk," he groaned, hating how stumpy his pony limbs were compared to his human's. However, his mind recollected the events of the night, namely the fire that nearly took the unicorn's life. "You seem to be doing okay. How bad was the damage to your house?"

Her brow furrowed. "Devastating. Nothing was left."

Peter cringed, feeling a twinge of guilt rise from the back of his mind. "Sorry I couldn't save your home."

"It is unfortunate." She forced out a sigh, the frustration apparent in her voice, but she closed her eyes and smiled. "But it's nothing that can't be replaced, I assure you. I'm far more grateful you saved my life than my possessions. This gives me good reason to start anew and make changes to my business..." she paused, staring at Peter's body and frowning afterward, "...starting with your gaudy attire."

_'Wait... Did a horse just call my costume 'gaudy'? I knew everyone hated my costume back at home, but this is ridiculous!'_ Peter raised his hoof defensively. "What are you? A designer or something?"

Brushing her mane back with her hoof, Rarity's smile grew. "Why, yes. I'm a fashion consultant extraordinaire."

Spider-Man's hooves fell over his forehead. _'Are you kidding me?'_

"I think it's pretty cool," Rainbow Dash said, earning a blank stare from Rarity. She closed her eyes and placed her hooves on her hips. "Not near the level of 'Wonderbolts' cool but still pretty cool."

While the two continued their disagreement, Peter felt a small hint of contact on his shoulder. He turned but saw no one.

"Um..." a voice whispered, bringing Peter's eyes down to find a second pair of large blue eyes matched with a beautiful flow of pink hair. Unlike the others, her coat was bright yellow. "Are you okay?" she asked, brushing her hoof against the back of another. "I hope you're not hurt..."

_'Aw!'_ Peter's mind melted, succumbing to the frail aura the Pegasus exuded. Shaking his head, Spider-Man shrugged his shoulders. "I've had worse," he said lightly, bringing a smile to Fluttershy's face.

"Everypony hold on for a second," Applejack trotted around the corner, grabbing the entire room's attention, and stopped next to Peter. "The fella's been through a lot. How about we slow down some and give 'em time to grab his bearings?"

_"I agree, Applejack."_

Everyone in the room, with the exception of Peter, reacted to the voice and scrambled into a line formation, each bowing their head out of respect. Spider-Man turned at the sound of approaching steps from behind, but his mouth fell agape at the sight of a colossal, yet elegant, figure. Her colorful mane, with streaks of blue, purple, green, and pink, flowed effortlessly as if it were made of the wind itself.

Her violet eyes sternly stared into his blank lenses for several moments, creating a sense of tension between the two, but her expression softened in the form of a small smile. "Greetings, Outworlder. Welcome to the world of Equestria. I am its ruler, Princess Celestia."

"Um... hi? I'm Spider-Man," Peter replied, earning a share of puzzled looks from the ponies. "Though it's kind of misleading since I look like this now."

Celestia furrowed her brow. "Your real name." She glanced over to Twilight, who cringed slightly. "My student has told me some of the details."

Peter shook his head and shrugged his shoulders. "I'm sorry, but back in my home, I keep my identity secret. It's not really for me. It's to protect those close to me since there's a lot of bad guys who would just love to play hockey with my skull."

"Is that really a sport?" Pinkie Pie asked, receiving a swift kick from Applejack right after.

Ignoring the girl's question, Celestia closed her eyes and nodded. "I understand perfectly, but you may not be going back home." Peter's eyes widened, causing the princess to clear her throat. "At least, not anytime soon."

His sense of cool diminishing, Peter rushed up to Celestia. "What do you mean _not anytime soon_?!"

Twilight broke away from the line, running between Peter and the princess. A look of sorrow filled her eyes. "I'm sorry! Don't blame her. It's _my_ fault!" She paced the room, walking by each of her friends. "I was desperate. If I hadn't summoned you, that dragon would have caused much more damage than it did."

"Much good that did. All I managed to do was get my butt handed to me and tick the dragon off," Peter exhaled. He reared his back hoof up and brought it down onto the marble floor, managing to crack the surface. The girls jumped from the impact he left, but Peter looked back at his hoof and groaned once more. "To make matters worse, I'm losing my super strength."

Rainbow Dash jumped from the bed and landed next to Twilight, placing her hoof over her shoulder. "That's not true. You saved our lives. That has to count for something, right?" She glanced over to Peter, more so the cracked floor by his hooves. "Besides, you still seem pretty strong to me."

Her words echoed through his head. Saving lives was always the most important thing. He folded his forearms and sighed inwardly. His nice guy nature never got him anywhere, but he couldn't hold anything against Twilight. He stole a peek at the girl, who looked away to brush her hoof over eyes, and sighed inwardly. In the end, Twilight was just a girl who did what she could to help everyone, something he did on a regular basis back at home.

Difference was that he could appreciate what she did while the people back at home hated Spider-Man no matter what he did. He still had some of his super strength, so the situation was not completely dire yet.

Spider-Man walked over to Twilight and, much to her surprise, placed his hoof on her shoulder. "Sorry about the outburst. You did nothing wrong." He shifted his gaze over to Celestia. "But what did you mean when you said I won't be able to return home?"

Celestia's horn glowed with bright purple energy before a book appeared out of thin air. It opened, revealing a page full of incantations. "Magic is quite common in our world. Whenever we perform a summoning spell, we either create it from the power of our will or bring it forth from somewhere in our existence. Twilight found a way to bring something from another existence... something that has never been done before."

Twilight sighed. "I'm sorry. So much was happening last night. I thought there would be a reverse spell, one that could send you back right away, but..."

"...there isn't one." Peter said hesitantly, his heart sinking once Twilight nodded.

Reality slowly started to set in. Peter may never return to his home. How would his Aunt May react to his disappearance? His sense of guilt escalated, his mind wondering how New York would fare without Spider-Man. Guys like Kingpin, Sandman, Electro, and several others would go unchecked. His brow furrowed. That was not completely true. New York still had several heroes like Daredevil, Luke Cage, Iron Fist, and if things ever got really bad, the Fantastic Four or the Avengers would step in and save the day. He shrugged. Even the X-Men might step in if things escalated to a fever-pitch.

Truth be told, any of those guys would do a much better job of protecting the city than he ever could. Besides, they would never get nearly as much heat from Jameson as Spider-Man did. Peter huffed. Aside from Aunt May, no one else would miss him. For crying out loud, the entire city hated Spider-Man, and Peter Parker was just a below-average guy living a below-average lifestyle. After what happened to Captain Stacy and Gwen, Peter felt he deserved some of the heat.

He shrugged his shoulders. It was a lot to take in right now. The best thing Peter could do right now was adjust to his new 'home' and try to help the peo-err... ponies here. While he may not be human anymore, his morals were still the same.

_With great power, comes great responsibility._

If his responsibility was here in Equestria now, the least he could do was help deal with the crisis at hand.

Realizing he was daydreaming, he shook his head. "Well, I'm sorry for wasting your time, Twilight. I couldn't even stop the dragon."

"Whaddya mean?! I thought you made him leave!" Rainbow Dash blurted out, cutting in between Twilight and Peter.

"He left, but it wasn't me that did it," Peter muttered. He shook his head, trying to piece the broken fragments of his memory back together. "I can barely remember the details, but he said something about a spell wearing off and coming back with some guy named Discord..."

_"What?!"_ everypony in the room shouted, ending Peter's rambling spell.

Celestia's stern expression returned. "Spider-Man. I need you to tell me everything that you know. If Discord is truly involved, I fear for the safety of Equestria."

"He's that bad, huh? I know my fair share of psychos back at home." Peter closed his eyes and trotted across the room in a pacing manner. "He didn't say much, but I remember he said something about Discord and something about 'elements of happiness'... or something cheesy like that."

"Harmony?" Celestia and Twilight asked.

Peter's masked eyes widened as he gave a nod. "Yeah, that's it."

"What'd he say about the Elements?" Applejack said, confusion filling her emerald eyes.

Shaking his head, Peter held his hoof up defensively. "Not much from what I can recall. He said that the magic element won't stop him this time. I could've sworn I heard some maniacal laughter. It's something a bunch of villains share."

Twilight glanced up at Celestia with a look of concern. "The magic element? You mean the Element of Magic. Discord couldn't touch my element the last time. Do you think he's found a weakness, Princess Celestia?"

"I'm not sure. If he was able to summon a dragon, then his return is inevitable. I truly cannot say for certain, my precious student," the princess said, stepping away from everypony. She walked to the nearest door and used one of her wings to close it promptly.

Peter scratched the back of his head. "I'm usually quick on the uptake, but can someone tell me what exactly are the Elements of Harmony?"

"They are an ancient power I used long ago to seal my sister away when she aimed to take over Equestria. Now the girls here are in possession of each element's respective power." She turned her attention to the ponies around Peter. "Girls, would you introduce yourselves?"

Rarity stepped forward and brushed her hair back. "As you already know, I'm Rarity, and I represent the Element of Generosity."

Fluttershy stammered but she managed to hold eye contact with Peter. "Um... My name is F-Fluttershy, and I represent the Element of K-Kindness."

Rainbow Dash stuck her chest out and smirked. "I'm the incredibly awesome Rainbow Dash, and my Element is Loyalty!"

Applejack used her hoof to remove her hat from her head. "Since you're not half conscious this time, maybe you'll remember me this time." Peter chuckled, prompting her to mirror his action. "I'm Applejack, and I'm the Element of Honesty."

Pinkie Pie bounced over to Peter, bearing a wide smile. "Hi, I'm Pinkie Pie, and I like bright sunny days."

Rarity cleared her throat. "Not that kind of element, dear. Your Element of Harmony."

"Oh! Sorry." Pinkie giggled. "Mine's Laughter."

Peter chuckled once more. "Fitting."

Twilight nodded her head and gave Peter a warm smile. "My name is Twilight Sparkle, and I represent the Element of Magic."

"Nice to meet all of you. You're such a colorful lot. Literally." Peter rubbed the back of his head. He glanced back at the princess. "So, do you have any clue on what we'll do now?"

"I'm afraid I do not. In the meantime, the best thing we can do is wait." Celestia stepped closer to Peter. "This brings me back to my earlier question, but I must ask first, when did the dragon say Discord was returning?"

Peter brought his hoof up and tapped it against the underside of his muzzle. "Oh, right." He groaned, his hoof tapping increasing in speed until it stopped abruptly. "His exact words were _three months from tonight_."

"I see. I'm afraid there is nothing we can do right now but wait and prepare for the day to come." Celestia's eyes widened as a late realization came into mind. "You said your strength is fading, Spider-Man?"

"Slowly but surely."

Celestia walked up to him with her brow furrowed. "I believe I have an idea what may be the cause, but I need you to disrobe and unmask."

"Disrobe?" he blurted out, shifting his eyes questionably. "You mean as in... get naked?"

"Yes."

"In front of a bunch of girls? Is that... normal?"

Rarity nodded. "I can't blame him. It's rather undignified."

Applejack furrowed her brow and stared blankly at Rarity. "Rarity, we're all naked usually. What difference does it make?"

Initially, he was about to protest, purely out of instinct. Sure, he was going to continue to carry out his role of Spider-Man. He groaned inwardly. Technically, he wasn't a man anymore. A mild name change was necessary. Not to mention, there was nothing to hide since clothes seemed like not a necessity in this world. While he kept his identity secret back at home, Peter admitted that keeping it from everyone was troublesome and left him with little to no allies. It protected him and his loved ones, but it hurt him just as much.

Maybe it was time for a small change.

"Okay, Ms. Celestia, I'll play it your way," he paused to swallow the lump in his throat, "...on one condition."

Her eyes widened slightly. "And that would be?"

"I beg that my identity be kept a secret, and that everyone in this room keep it to themselves." He turned around with a look of plea in his mask's eyes. "Can you girls promise me you'll keep my secret?"

Fluttershy nodded. "After what you've done for us... I don't think we have a right to refuse."

Everypony gave a smile of approval before Applejack walked up and placed her hoof on Peter's shoulder. "You have my honest word. Your secret is safe with us."

Her words echoed through his head but left a sense of peace in his chest. He would never have done this back at home, but there was something about these girls that made him willing to compromise. He placed his hoof under the collar of his costume and slid it down his body until it hung over his silky tail. Inhaling deeply, Peter ignored the rising temperature in his face and tossed his outfit to the far side of the room.

He used his hooves to pull his mask over his eyes, allowing his chocolate mane to extend and fall over his hazel eyes and neck. "My name is Peter Parker and I..." he glanced down at his frame with a furrowed brow, finding his skin tone matching a shade of beige, "...feel an incredible draft. I could really use some pants."

Rarity's eyes widened and her cheeks burned to a shade of crimson. "Well, the costume is ugly, but the stallion underneath is quite the opposite. For an Outworlder, you're incredibly handsome."

"P.P.! Wow! My name's P.P., too!" Pinkie Pie giggled, earning a blank stare from Peter and stifled laughter from Rainbow Dash. "Peter Pony Parker... has a nice ring to it, but then you'll be P.P.P.! Better yet, Triple P!"

The stallion stared dumbly at the eccentric mare. _'Does she... even listen to herself?'_

Celestia walked up to Peter, tilted her head to one side of the body then shifted to catch a glance of the other. "I think I see what the problem is, Peter."

He shrugged. "I'm a bit on the scrawny side? Nah, I've always been like this. You should have seen me before the spider bite."

Fluttershy raised her brow. "You were bitten by a spider?"

"Long story. I'll tell you about it later."

Shaking her head, Celestia reared her head down and aimed her horn at Peter. She closed her eyes and sparks began to fall. They floated gracefully about until they bounced off his flank. "Peter, I fear you lack a cutie mark."

"A what? You lost me at 'cutie'."

"Cutie mark. It's a symbol of what a pony's good at, something that represents their innate talent." Twilight reared her head back and pointed her nose at the array of stars on her flank. "Nopony possesses them automatically. A cutie mark is earned in time."

"...and I believe this may be the reason why you're losing your strength," Celestia added, bringing Twilight and Peter's concerned gazes in her direction. "Though you are an adult, your special talent has not been discovered here. Your gifts from your world may take time to emerge, but at this rate, you may lose them soon." Celestia said, turning Peter's face a poor shade of white. "It's not certain, but there's hope that they will fully return upon the birth of your cutie mark."

His mouth fell agape. So he was losing all of his powers now? His thoughts raced, bringing him to bite his lower lip. Could he really lose his powers completely before this mark showed up? A throb pulsed through his forehead, forcing Peter to place his hoof over his eyes and let out a groan. Celestia watched him with a look of concern. She turned to the other ponies and closed her eyes.

"Girls. We'll discuss this matter another day. Right now, I want all of you to go home and rest." She opened her eyes. "Rarity, I will send the finest construction workers to fix your house tonight, and I promise that they will be finished within a week. You're more than welcome to stay here until they're done."

Her face beamed and eyes sparkled with glee. "Thank you so much, Princess Celestia! I'll try not to be a bother!" She stopped, sobering suddenly, and turned to Applejack. "I'm sorry. Could Sweetie Belle stay for a few more nights with you?"

Applejack shook her head and placed her hoof on her shoulder. "Sure, Rarity. Ah' doubt Applebloom will have a problem with that."

Rarity's glee returned. She wrapped her hooves around Applejack's neck and pulled her into an embrace. "You are such a darling, AJ."

"That's enough, girls. Time for everypony to go home," Celestia said with a warm smile. However, she stopped in her tracks as a late realization came into mind. "Peter. You are fortunate almost nopony saw you during your skirmish with the dragon. I had the girls spread rumors that a pony saved the village to keep the populace from panicking. Pinkie even came up with a suitable name for their savior."

"Spider-Mane!" Pinkie bounced over to Peter, causing the stallion to jump back. "It's like Spider-Man but with a 'Mane'! Everypony in the village likes it, too!"

Peter chuckled nervously, yet a hint of shame could be felt within his voice._ 'Spider-Mane? Oh, God. That's horrible. Spider-Ham has more dignity than me now...'_

Twilight's brow furrowed. "But Princess Celestia..." She shifted her gaze in Peter's direction. "What about Peter? He doesn't have a home to go to."

However, Celestia's smile remained intact. "Do not fret, Twilight. He _does_ have a place to stay."

"He does?" Twilight asked.

"I do?" Peter blurted out in unison with Twilight's question.

"He is your guest of honor. So you can learn from this endeavor, I am appointing Peter..." she paused, giving the pair a stern yet firm smile. "...your roommate."

Twilight's mouth nearly fell to the ground. Before she could protest, Celestia opened the large window in the room and took flight. In the span of a few days, Peter was ripped away from his world, changed into a pony, fought a dragon, revealed his identity to seven girls, and now has to live with the girl who put him in this predicament.

He rolled his eyes and scoffed. _'I hate my life sometimes...'_

As Celestia flew through the sky, she glanced to the side, focusing on the thoughts that echoed throughout her mind. _'Cassandra... I hope Peter is, as you said,'_ she smiled, _'our greatest hero.'_


	3. Heroic Rivalry, Part I

_**Chapter Three "Heroic Rivalry Part I"**_

In the sanctuary of her bedroom, Twilight rested underneath the thick quilt on her bed. The sun's light pierced through the curtains, bringing life into her home. She stretched her hooves over her head and let out a soft yawn. Birds sat on the outside of her window before they spread their wings and flew off into the sky. Twilight forced herself out of bed and made her way to the same window, using her hooves to open it once she was close enough.

A gentle breeze greeted her, brushing her violet and pink strands of hair behind her neck. Ponyville, while still damaged from last night's attack, was already showing significant recovery. Thanks to Celestia's prized workers, the entire town seemed only a day away from returning to its former glory. Peace seemed to have returned, and Twilight was able to breathe a little easier.

"Twilight!" Spike screamed from downstairs, snapping her out of her daydream. She galloped down the stairs and found Spike latched around Peter's neck, throwing an array of wild slaps at his head with a rolled-up newspaper. "I found this guy sleeping in the living room! He must have broken in!"

"Spike! Wait!" Twilight lowered her head and aimed her horn at the pair, using her magic to levitate Spike away. Peter remained on his stomach with his mane drooped over his eyes and limbs stretched out. Spike was finally placed down in front of Twilight. "Do you remember Spider-Pony?"

He scratched the side of his head in a questionable manner. "That weird guy you brought here through that magic door? Yeah."

She glanced over at Peter. "This is Peter, the very same pony. The spell I used to summon him here was one-way, so I can't send him back now." Sadness filled her eyes. "Princess Celestia decided to allow him to stay with us for a while. I was going to tell you last night, but you were already asleep."

"Really?" Spike's eyes widened. He tossed his paper weapon away and ran over to Peter's side. "Sorry about that! I didn't recognize you without your costume. My name's Spike."

Peter maintained a blank stare, chuckling under his breath. "Don't worry about it, kid. I've had ruder awakenings." He extended his hoof out to Spike, who accepted it without hesitation.

Twilight walked over to Peter with a smile on her face. "Did you have a good night's sleep?"

Placing his hooves firmly on the ground, Peter flipped to a vertical base but stumbled back to his stomach upon landing. He exhaled loudly. His sense of balance seemed to be abandoning him much like his powers. With no danger around, his instincts weren't at their peak, and his natural clumsiness was beginning to take over. He made his way back up, much slower this time.

"I did, all things considered, but I don't know how long it will take for me to adjust to this," he paused before raising his front and back hoof alternatively. "Being a pony, I mean. Walking on all fours is a total pain."

Twilight frowned slightly. "I can imagine. It'll take time to adjust."

Peter hopped over to the couch, where his pillow and quilt rested, and sighed. He slid his hoof underneath the quilt, but it slipped free from his grasp attempt. He tried again, only for the same thing to happen.

He forced out a groan and slammed his hoof into the floor. "Not having any fingers sucks, too."

"I can take care of that."

Twilight walked over to the couch while her horn glowed with magical energy. She shifted her head, causing the closet door behind her to open, and with a second shift, sent the pillow flying to the highest shelf inside. Peter's eyes widened once he saw the quilt fold itself up and follow the pillow's lead, finding a spare shelf. Twilight closed her eyes, using the same magic to close the door. Once she turned around, a smile formed on her face at the sight of Peter's slack-jawed expression.

He shook his head. "How did you do that?"

"Magic. It's something every unicorn possesses," she said, stealing a glance at the horn protruding from Peter's forehead. "It's something you have, too."

He raised his brow questionably. "Magic? I didn't have any sort of magic power back at home, and the only thing that came out of my horn last night was webbing." He rolled his eyes at the innuendo. "I won't tell you how weird that is."

"Really? Fluttershy and Rainbow Dash told me about that, too." Twilight furrowed her brow, but it only deepened when Peter gave a nod. "Think you can show me? Right now?"

"Uh..." He gazed at his horn, but nothing happened. "Hang on." He bit his lower lip, but the result was the same. "Go, web. Go!" He gritted his teeth to no avail. "Shazam!" His eye twitched involuntarily. "I command thee!" A small vein appeared on the side of his head. "Okay, I guess I _can't _show you."

Twilight tilted her head to the side. "You said you have the powers of a spider, right? So, the webbing's just a part of that?"

"Afraid not. The spider bite's package deal was a sixth sense for danger, ability to cling to most surfaces, and super strength, but the webbing was sold separately." He walked over to the couch and slid his head in between the cushions, pulling out his costume with his teeth. "I had web-shooters built into the wrists of my costume. Made travel and trapping bad guys pretty easy."

Spike walked over to Peter and stared at the costume. He stretched the arm of the costume out and poked at it profusely. "Where are they? I can't find them..." With a lucky, unintentional poke, a strand of webbing shot out and knocked over a lamp across the room. Spike cringed when Twilight frowned in his direction, prompting him to toss the costume in a nearby backpack. He blushed. "Sorry."

"Ignoring Spike," she sighed, "I can see that it was indeed magic you used last night."

Peter's eyes widened slightly. "What makes you say that?"

"Like I said, it's something all unicorns possess, but like cutie marks, it's something that comes naturally. You were under stress last night, and I guess since you deal with danger regularly, your instincts took over."

"Wonderful. Let's find another dragon so I can practice my magic."

Peter exhaled before he planted his flank on the floor. His Parker luck was running in spades, and it made adjusting to his new home all the more difficult.

Twilight, sensing his frustration, walked to his side with a reassuring smile on her face. "Come on, Peter. Cheer up. Magic is quite easy to learn, and it comes naturally to anypony. It reminds me of something I read in _The Wonders of Science and Magic_."

Spike rolled his eyes and groaned. "Is there going to be a quiz? I don't want you to bore the guy to death so early."

Twilight shot him a glare, causing Spike to chuckle nervously, but Peter stammered, running his hoof through his long mane. "Um... I was actually a science whiz back at home. Well, chemistry was my strong-suit, but still..."

"What?" Her eyes grew as wide as saucers at his statement. Her mouth fell open slightly, remaining agape for what seemed like many moments, but she shook her head, snapping herself free from her daydream. "Really? You're into science?"

His brow furrowed while his face flushed. "Twilight, I'm considered a massive nerd back at home. That's how much I love science. You must think I'm weird now."

"No, not at all!" she said happily, unaware her smile was growing in width. Peter watched the girl trot across the room and shift her gaze from his direction to the wide variety of books spread around them. "I've always been fascinated with science and studied so much of it my entire life."

Spike brought his hand over his forehead and sighed. "_Too_ fascinated, if you ask me."

A second glare was shot in his direction, bringing a forced smile to Spike's face. Twilight turned back to Peter with a smile. "You're the first person I know that likes science, too. None of my friends would even give it a second thought."

"It's boring, that's why," Spike murmured, not long before a magical zipper formed over his mouth. The glow in Twilight's horn dissipated while Spike folded his arms in a mock surrender.

"Keep quiet, Spike." She turned back to Peter, who did his best to hold his laughter at Spike's expense. "We can read _The Wonders of Science and Magic_ together," she said, pausing to swallow the lump that suddenly formed in her throat. "That is... if you want to."

No response was given right away. Peter stared at Twilight with a blank expression for several moments, sending a large wave of embarrassment to wash over her. She lowered her head and bit her lower lip, ready to walk away, but a sense of warmth rushed through her when Peter gestured a wide grin.

"A study session? I'd like that a lot," he said honestly, earning a high-pitched squeal out of Twilight and a low, desolate groan out of Spike. He looked away, sobering. "I appreciate this, Twilight, but you don't have to do this for me. I don't want to be a burden on you..."

However, before he could continue, magical energy enveloped his entire being and levitated him off of the ground. Twilight trotted away with her smile intact and Peter hanging over her head.

"Don't worry about it! You're no burden. Now, I'm sure I can find that book somewhere in here. Spike, help me find it!"

The zipper over his mouth disappeared, and Spike followed the pair with his shoulders slumped. "I can tell he's going to be a lot of fun..." He paused, noticing the bounce in Twilight's step, and shrugged. He smiled as well. "At least Twilight's happy."

* * *

><p><em>Dear Princess Celestia,<em>

_I've learned that while Peter's from an entirely different world, he's just as much of a pony as everyone else. It's going to take him time to learn how to properly wield his magic and change his lifestyle, but he's finding a way to remain positive about it._

_We spent the entire day studying The Wonders of Science and Magic, and I'm happy to find that I have something in common with him- a love for science! I'll continue to let you know what I've learned about friendship, but I'll also make sure to let you know how well Peter is adjusting to Equestria._

_Your faithful student,_

_Twilight Sparkle._

* * *

><p>Soaring through the skies of Ponyville, Rainbow Dash sneered to herself as the citizens awed at her aerial acrobatics. Rainbow went into a nosedive, racing to the ground at a dangerous speed, but she pulled up, extending her wings to go into a perpetual glide. Her wings pulled together, and Rainbow Dash gently landed on the ground, skidding to a stop. A crowd of spectators gathered around her, each offering some form of praise.<p>

Pinkie Pie, forcing her way through the crowd, began giggling once she was close to Rainbow Dash. "Wow, that was really cool, Rainbow Dash!" she said, bouncing in place.

"Thanks, Pinkie, but that was just child's play compared to what I can really do!" Rainbow Dash said, placing her hoof over her chest. The entire crowd edged closer, but screams from afar breached the atmosphere. Rainbow Dash flew into the air and saw a pony hanging from the edge of a steel beam within a construction site. "Hang on!" she yelled.

Throwing caution to the wind, she left the crowd and dashed to the site. Rainbow Dash's eyes widened when the rope holding the steel beam snapped from the unstable weight, and the pony fell into a dangerous descent. She dove after him, free-falling past the steel beam. In a quick swoop, she wrapped her hooves around the pony and flew him to safety just before the beam struck the ground.

Placing him gently on the ground, Rainbow Dash placed her hooves on her hips and gave the pony a stern yet concerned smile. "Try to be more careful next time, okay?"

"I'll try to, Lady. Thanks!" he nodded, gesturing a wave.

Brushing her colorful mane back, Rainbow Dash flew back into the sky but stopped in her tracks when she witnessed the crowd from before cheering for her, some even applauding by stomping the ground. Her ego swelled, matched only by the growing grin on her face, but she managed to contain it, offering a simple salute before speeding off into the clouds. Once sure she was far enough from prying eyes, Rainbow Dash rolled on to a cloud and giggled to herself.

"A hero's work is never done, I guess."

She closed her eyes and brought her hoof over her mouth to stifle a yawn. A soft creak made her ear twitch, but she rolled to her side, paying it no mind. The creaking continued, causing Rainbow to open her eyes slightly only to find a pair of ocean blue orbs and bright pink mane a couple of inches away from her face.

"Oh, hey, Pinkie," she said lazily before the realization struck her like lightning. "Pinkie Pie!"

She stumbled back, slipping over the edge of her cloud, and crashed into the ground waiting below. Pinkie Pie slid from her unusually tall, cloud-piercing ladder and gave Rainbow Dash a sincere look of concern. "My gosh! Are you okay? That look like it hurt."

Rainbow Dash rolled her eyes. "I guess you can you say it did, Pinkie," she sarcastically said, propping herself back to a vertical base. "What do you want?"

Pinkie's smile and lighthearted demeanor returned instantly. She reached into her knapsack, pulling out a small paper with a picture of Rainbow Dash's face on it.

"Did you forget about the party the Rainbow Dash Fanclub is throwing for you? It's going to start in a few minutes, and you're going to miss it! It wouldn't be a Rainbow Dash party without Rainbow Dash, would it? It'd just be a party, and while I love a good party, you're supposed to be at this one. Then..."

Rainbow placed her hoof over Pinkie's mouth, cutting off her speech. "I get it, Pinkie. Let's go," she giggled, removing her hoof right after.

The pair walked back through Ponyville to reach their destination. It had been three days since the attack, and thanks to Celestia's prized workers, the entire village was restored back to its former glory. Pinkie Pie stole a glance at Sugarcube Corner and smiled widely. It was damaged slightly, namely from Peter's body crashing into the abode, but it was minimized significantly thanks to his efforts. It had opened back up today, which meant the first chance she got, Pinkie was going to have to pay them a visit.

Pinkie peeked back down, noticing the glances Rainbow Dash as receiving. The pegasus waved back to each glance, managing to maintain her stride, and Pinkie Pie giggled softly but stopped abruptly, causing Rainbow Dash to collide into her flank. Pinkie did not budge, but Rainbow's body folded before she face-planted into the dirt.

"Pinkie Pie! What gives?" she said, spitting out dirt she inadvertently swallowed.

No response was earned. Pinkie glanced at Rainbow and shifted her gaze at an object over their head. A billboard with a silhouette of a pony stood tall in the heart of Ponyville. Rainbow Dash squinted her eyes at the headline underneath the picture.

**"Ponyville Thanks Mysterious Hero."**

"Did you hear?"

Rainbow Dash and Pinkie Pie turned at the sound of the voice, finding a pony with a mint green coat and cyan with white mane making her way towards them.

"Hear what, Lyra?" Rainbow Dash raised her brow.

Lyra shifted her attention to the billboard. "About the pony that chased the dragon out of our village the other day. Ponies everywhere are trying to find out about him, but he just disappeared without a trace. I actually caught a glimpse of him myself."

"Oh, you're talking about Pe-," Pinkie Pie started to say before Rainbow Dash rammed her hoof into her side. Lyra furrowed her brow, but Pinkie shook her head and smiled. "I meant, Spider-Mane!"

Lyra tilted her head to her side. "Pardon?"

"She's talking about the hero. He saved us personally and told us he's known as Spider-Mane," Rainbow Dash said, causing Pinkie to nod in agreement.

Lyra's eyes widened and mouth fell agape. "So you saw him, too? I was pretty far away when I saw him, but I could tell something wasn't right about him."

Rainbow Dash frowned. "Whaddya mean?"

The mare didn't respond right away. Instead, she edged over to the pair and raised her hoof over her mouth, a vague way to lower her voice. "Don't you think it's weird? I saw the way he moved. Ponies are not that flexible. In fact, I'd say he's more of a human than a pony."

A blank stare formed on Rainbow's face. "For the love of Celestia, Lyra. Don't start that crazy 'human' talk again. What makes you so sure he's not a pony? He sure looked like a normal pony to me." She paused. "Well, as normal as a pony fighting a dragon is supposed to be."

Lyra raised her hoof defensively. "I'm just saying. His movement just seemed a little... unnatural. Give me some time. I think there's more to him than we realize-"

"_Derpy! Be careful!"_

Pinkie Pie and Lyra's eyes shot open, but Rainbow Dash groaned inwardly. They saw a gray pegasus with a bright yellow mane stumbling out of a flying moving van while moving a piano. Rainbow Dash readied to move, but a strand of webbing shot out from nowhere, latched unto the piano, and attached itself to the moving van, stopping its descent instantly. Suddenly, before Derpy could crash into the ground, a colt in red and blue tights jumped from the top of a building and tackled the pony in midair. The colt landed on his two lower hooves with Derpy in his cannons.

"Moving vans in the sky? That's just asking for trouble," he shrugged before placing the girl back down. "Try to be careful next time, okay?"

She stared at the colt with her eyes crossed, but a smile formed on her face. "Wow! Thank you." A blush formed on her face. "You saved me! I just lost my balance and..."

The colt glanced at the girl's wings and pointed at them. "You know you could have flown?"

She turned her head back, blushing at the sight of her fluttering wings. "I guess I forgot to?"

"Hey! It's Spider-Mane!" Pinkie Pie cheered.

Lyra's mouth to fall agape, but her expression turned serious in an instant. She reared over to Rainbow Dash and whispered, "What pony stands upright like that? I'm telling you! He's a human!" A devilish smirk formed on her face. "...and I can prove it."

Spider-Mane simply nodded before he jumped to the nearest rooftop. Many spectators gathered, trying to catch a glimpse of the colt, but he only fired a strand of webbing from his horn, swinging off at a high speed. Everypony remained in awe, asking several questions about what had transpired. Lyra crawled off in the opposite direction, muttering something along the lines of a 'bigger plan', but Rainbow Dash's brilliant rose gaze remained locked in the direction Peter took.

"_Looks like you're back in business, Peter_," she smiled, trying her best to tune out Pinkie's excited prattle. However, her mind couldn't help but tingle at Lyra's paranoia. _"What the heck is she on anyway?"_

* * *

><p>Several fillies filled the room, each wearing a rainbow-colored wig over their mane. A small orange pegasus with purple eyes stood behind a podium with Rainbow Dash by her side.<p>

"Attention, everyone. This meeting for the super-ultra-extreme-awesomazing Rainbow Dash is now in session!" Scootaloo said, bringing the room's attention to her. "As always, let's talk about the cool things Rainbow Dash has done this week!"

A short blue unicorn with large buck teeth raised his hoof. "I saw Rainbow Dash do a triple somersault at super speed yesterday!"

Rainbow Dash nodded her head, confirming the truth in the unicorn's words. Everypony in the room cheered wildly until a golden unicorn with a snail on his flank raised his hoof. "Well, I saw Rainbow Dash help with construction yesterday. She tore down a whole barn by herself!"

Again, she giggled and nodded, earning a roomful of 'oohs' and 'awes'. Scootaloo turned to face Rainbow. "And I bet _she _was the pony who chased off the dragon, right?"

Everypony stopped in their tracks. They edged closer to Rainbow Dash with wide eyes and eager expressions. They awaited a response, but only received a frown from their hero. Her brow furrowed. "Sorry, squirts, but that wasn't me," she said, her tone resembling one of irritation. "It was actually..."

"Spider-Mane!" Pinkie Pie blurted out, earning a blank stare from Rainbow Dash. However, she peeked outside and yelled, "No! It's really him!"

In that same instance, everypony rushed past Rainbow Dash, Scootaloo included, and trampled over her in the process. They pushed their door open, gasping aloud at the sight. Spider-Mane swung from his web, flipping over a set of trees, but he released his strand, landing perfectly on the vertical side of a rock. He performed a series of front-flips before using his strength to launch himself high into the air for a gigantic back-flip.

It seemed as if he underestimated his jump when he began to approach the ground at a volatile speed head-first. Everypony in the clubhouse slammed their eyes shut, afraid to witness the crash, but Spider-Mane extended his front hooves and used the momentum to bounce back to a vertical base. He aimed his horn, firing a strand of webbing at the tallest tree in the area. He swung away from the scene, leaving everypony in the tree-house mouth agape.

Snips shook his head and started jumping in place. "_That's _the pony that beat the dragon? He's so _cool_!"

Pinkie Pie, feeling obligated, joined the unicorn in his bounding session. "Yep! That's Spider-Mane! Butt-Kicker of dragons everywhere!"

Scootaloo's eyes beamed and wings flapped happily. "Pinkie Pie! Do you think you can tell me more about him?"

The pink pony began to tell the fillies in the room her version of Spider-Mane's fight with the dragon. Everypony edged closer, giving their full-attention to Pinkie. However, Rainbow Dash stood away from the crowd bearing a furrowed brow. This was a horrible case of deja' vu for her. The children ditched her in a heartbeat for the mysterious Mare-Do-Well, but in that case, Mare-Do-Well was just a ploy by her friends to diminish her over-sized ego. Once she learned from that mistake, Mare-Do-Well vanished without a trace, and Rainbow Dash earned her fans back.

Her brow twitched involuntarily. She knew that heroics weren't done for the recognition, but she could not contain her jealously for the new hero's growing reputation in Ponyville. She exhaled. She couldn't let this get to her. At this point, she was mature enough to let it go, right?

* * *

><p>A loud set of knocks at the door echoed throughout the house. Peter trotted from upstairs with his brow raised. "Sheesh, some people will knock a door down with that kind of knocking." He rolled his eyes. "I mean, some <em>ponies<em>."

He placed both of his hooves against the knob and managed to twist it enough to open the door. However, before he could react, Rainbow Dash tackled him to the floor, using her hooves to pin him to the ground. His chocolate orbs widened.

"Uh... Rainbow Dash? What's up?"

She edged her face closer to his, but much to his befuddlement, a glare formed in her violet eyes.

"_You and me! Hero off!"_


	4. Heroic Rivalry, Part II

_**Chapter Four "Heroic Rivalry, Part II"**_

"A what now?" Peter said, fidgeting underneath Rainbow Dash.

She placed her hoof against his chest. "A hero-off! It's when two ponies square off in a series of challenges to see who the superior hero, that being me, is. Do you accept?"

Peter furrowed his brow and rolled his eyes, hoping it would avert the pony's gaze to which it failed miserably. Her colorful mane fell over his snout, tickling his senses, but he dared not to move, hoping to avoid provoking Rainbow Dash in any form. Her glare sharpened, resembling the tip of a knife, and it caused a bead of sweat to roll down the side of Peter's face.

"I'm not too sure this is a good idea, Skittles," he said, stammering once Rainbow pressed her snout against his own. He chuckled nervously, unable to resist the fresh, clear scent that continued to pour into his senses. "You smell nice by the way," he honestly said, mentally slapping himself inwardly right after. '_For crying out loud, Parker. Stop complimenting a horse.'_

Her eyes widened and cheeks burned to a shade of crimson. She shook her head, brushing the compliment away, and brought her glare back into form. "Don't try to flatter your way out of this." Her brow furrowed at a late realization. "And _don't_ call me Skittles. What does that mean any way?"

"It's a candy back in my world. 'Taste the rainbow' was the slogan. You're just as sweet and awesome so I thought 'Skittles' was a fitting nickname for you."

Rainbow exhaled, unaware her blush had returned. "Well, whatever. Do you accept the challenge or not?"

Still on his back, Peter gave the Pegasus a confused expression. "I don't know. Is there a point?"

"You bet there is! I'm so sick of the Spider-Mane bandwagon!"

"There's a bandwagon?"

"The whole town's talking about how Spider-Mane is the greatest thing to ever happen to Ponyville. There are billboards and everything!"

Peter's eyes widened. "Seriously? They like me here?"

"Like? They _love _you, and I know you're just relishing it!"

He raised his hoof defensively. "I didn't even know about..."

"And now you're going to rub my face in it!"

"_Boy, is she high-strung or what?" _ Peter scratched the side of his head. "I would never..."

"Well, no one messes with my pride and gets away with it! I'll show you and Ponyville that I'm actually the better hero!"

"I think you're looking at the hero game all wrong. It's about..."

Rainbow Dash placed her forehead against Peter's, cutting his protests short. "So do you accept my challenge?"

Peter groaned inwardly. This was too much like home. An angry girl was impossible to talk to, and Rainbow Dash was setting a perfect example of that. She was too frustrated to talk with rationally now, but if Peter played his cards right, she may be willing to listen later. Right now, he could humor her and accept the challenge. It'd be a great way to see how much of his power was still present. His test run earlier was a success, after all.

His eyes filled with dread. There were so many ways this could go wrong. His powers could disappear and leave him in a dire situation, or he could tick off Rainbow Dash so badly that any friendship they had would be crushed underneath the dirty hoof of his Parker Luck. Considering his track record, the worst was bound to happen, but Peter let out a defeated sigh, knowing the choice was never in his hooves to begin with.

"All right, Skittles. Where do you want to meet?"

* * *

><p>"First is the Challenge of Strength," Rainbow Dash said, flying over to a punching bag. "This one's easy. We'll both take a turn to kick the bag as hard as we can."<p>

Applejack emerged from behind the bag and gave the pair a wink. "And I'll be the judge of this here competition. If ya'll can help it, just a simple buck will suffice." She glared at Rainbow Dash. "No flying, breakneck speed kind of kick, please."

The Pegasus scoffed but held her confident smirk. "Just a simple kick? Fine. I don't need speed to beat Scrawny here anyway."

Peter, in his Spider-Mane costume, walked over to Applejack and sighed. "Does she always get this worked up? I know I'm annoying, but I only managed to tick off the bad guys this badly back at home. Oh, and good old Jameson. The cops, too. I think I ticked off the Fantastic Four as well." A sense of dread washed over him suddenly. "Okay, scratch that."

Lifting her upper body and leaning it against the punching bag for support, Applejack gave Peter an open smile. "Don't worry about Rainbow. She's just not used to anyone stealing the spotlight from her."

"I wasn't trying to steal anyone's- I mean any_pony's_ spotlight. I was just..." Peter said before Rainbow Dash flew past him and knocked him over, cutting his protest short once again.

"Enough talk! Let's get this started!"

Peter forced himself back to his feet and let out a frustrated snort. He blankly glanced at Applejack, who offered an apologetic smile in return. "She's a sweet girl... honest."

"Skittles is about as sweet as a bag of lemons," he muttered in an unhappy trot.

Applejack raised her brow questionably. "Skittles? What in tarnation are those?"

"A candy back at home." Peter pointed his hoof at Rainbow Dash. "As well as her nickname."

"No! It's just a type of candy. Now focus!" Rainbow Dash yelled, causing Applejack and Peter to share a blank stare with each other. "It's about time I got this started."

"Okay... she _does _have a sour side to her," Applejack giggled, resisting the urge to laugh out loud at Peter's stifled chuckling. She cleared her throat and gave Rainbow Dash a serious look. "All right, _Skittles_. Gimme your best shot!"

Her brow twitched involuntarily and her tail whipped to the side. Placing her front hooves on the ground, Rainbow Dash reared her body forward, raised her legs up, and threw the hardest kick she could muster. The bag pushed Applejack back, but she managed to hold it in place.

"The Applebuck system gives that an eight point two," she said, giving Rainbow Dash a friendly nod. "Ya'll must've been working out some. That's yer' new personal best, Dashie."

Rainbow Dash smirked. "Eight point two, huh? Let's see you top that, Spider!"

She flapped her wings and hovered over the bag, the confidence in her smile remaining firm. A simple kick seemed like a reasonable request, but apprehension took over Peter. In his human form, he knew he was strong, much more than the average person, and he knew how to pull his punches. To an extent, Peter even held back against the super villains he constantly fought against. He was not the Punisher, nor did he ever plan to be like him.

Rainbow Dash struck the punching bag with a nice kick, but Peter knew she did not have super strength. If he copied her action and kicked as hard as he could, even with his dwindling powers, chances are that poor Applejack may be sent past the horizon. He was still getting used to walking on all fours, so he couldn't perform a believable kick without using all of his strength. It was truly a lose-lose situation.

Peter walked over to Applejack and scratched the back of his head. "I'm not too sure about this. My powers are here one second and gone the next. If there's even a tiny chance that I can hurt you, I won't take it."

Much to his surprise, instead of hearing any ridicule, a smile formed on Applejack's face instead. "Aren't you the sweetest thing? I knew you were a considerate fella, but you still blew my mind with that one."

Rainbow Dash, on the other hand, was not nearly as pleased with his action. She folded her cannons and exhaled. "Oh, please. Just say you forfeit the strength challenge if you're afraid to embarrass yourself."

Applejack shook her head. "Now hold on, Rainbow..."

Peter raised his hoof to politely cut off the blonde's protest. "Fine, I forfeit."

In her brash manner, Rainbow Dash threw her hooves into the air and cheered wildly. As she proceeded to flex her muscles, Applejack walked over to Peter with a sad smile on her face.

"You didn't have to do that, partner."

"Sorry, but even though my powers are fading, I don't want to risk hurting you," he said, shaking his head. As the Pegasus danced in the sky, Peter felt a hint of somberness take over. "This is a matter of pride for her, but I'm hoping there's a way I can show her that heroics is more than strength and ego. It's more about-"

"Time for the next challenge!" Rainbow Dash yelled out, cutting Peter's sentence short (again).

Peter let out an exasperated groan. He started to walk away, but a hoof made its way around his shoulder before he could progress. Applejack pulled him into a friendly embrace, causing his face to match the color of his mask. The ponies in this world were extremely friendly, something he had only experienced from a select few back at home, and the worst part of it was that he found himself enjoying the attention. He glanced over at Applejack's emerald eyes, noting the beauty within them, but he mentally kicked himself, bringing up the obvious fact.

'_She's a horse, Parker. A horse. An unusually cute horse, but a horse nonetheless. Well, I am too, but that's beside the point. God, this is weird.'_

"Hey, sugarcube," Applejack said, breaking his train of thought. "You'll get to her sooner or later."

"I hope so." Peter's stare went blank while his thoughts trailed off. _"Oh, God... this is the Human Torch all over again."_

* * *

><p>"Next is the Test of Bravery!" Rainbow Dash said, pointing to the inside of a large cave. "Inside there is a sleeping dragon. Both of us will go inside at the same time, but the first pony to run away is the loser."<p>

Peter's skin grew pale at the mentioning of another dragon. He knew he had to fight Discord's dragon again in a number of weeks, but during his leisure time, he hoped to not hear of, let alone see, another one. Slamming his hoof over his forehead, Peter could not contain his groan. This wasn't a test of bravery, it was a test of stupidity. For his sake, and more importantly Rainbow Dash's, there was only one sane course of action he could take.

"Can I just forfeit this challenge, too?"

Rainbow Dash shook her head and glared at the colt. "Oh, no, you can't. You are not going to ignore me this time. We're taking this challenge!"

"Yeah, right!" Peter planted his flank on the ground and folded his cannons promptly. "You can't make me do anything that foolish. So how about we- Why are you going inside?" He blurted out, seeing Rainbow Dash trot into the cave.

Mentally kicking himself, Peter sat still, hoping Rainbow would come to her senses and return, but after her bright blue image disappeared within the dark abyss of the cave, he hopped to a vertical base and ran after the girl, cursing himself for his unwavering concern for the well-being of others. He caught up with her almost immediately, but the pair stopped in their tracks for the dragon's body took up a majority of the cave.

Rainbow Dash flew over to where the dragon's head rested and hovered over its snout. Peter's eyes widened before he raised his hooves, frantically yet quietly motioning for Rainbow Dash to move away, but his pleas were ignored in the form of a simple tail whip. The dragon murmured in its sleep, causing both ponies to stiffen their bodies, but it only yawned and rolled to its side, earning a sigh of relief from Peter.

"Rainbow!" Peter whispered. "For the love of Pete, you're going to get hurt! Come on! Let's get out of here!"

She gritted her teeth in frustration. The very next second, Rainbow Dash flew over to Peter until her face was a couple of inches away from his. "No! Not until I prove I'm a better hero than you!"

"It doesn't matter who's better, Rainbow. There's a good chance you _are_ better than me. You're probably stronger, faster, and braver, too, but that's not what being a hero is about. It's about doing what's right, and the two of us fighting for popularity is wrong."

Her gaze softened, sobering from his honest statement. "So you don't care about the fame or glory?"

Peter shook his head and chuckled. "Dash, if I was in it for that, I would have quit a long time ago. Like, a really long time ago. Everyone hated Spider-Man- I mean me- and when I say hate, I mean loathe entirely."

"If that's the case, why do you still try to be a hero?"

"Because..." Peter said but paused due to the ringing going off inside of his head.

He shoved Rainbow Dash to the side before a large set of teeth slammed into the ground where she previously stood. Spitting out the rocks and dirt he accidentally chomped on, the dragon growled at the strangely garbed pony that saved the rainbow one, opened his mouth, and lunged to bite him this time. Peter planted his hooves into the ground, raised his legs up, and threw the hardest kick he could muster, striking the dragon right underneath the jaw. The impact sent his scaly head crashing into the rocky ceiling before falling over in an unconscious heap.

"In the name of Celestia!" Rainbow Dash's jaw practically dropped to the floor.

The last time Rainbow kicked a dragon with all of her strength, she only barely annoyed it and was clobbered in return, but Peter, despite his scrawny figure, managed to deliver a single knock out shot. Her mind reflected back to Sweet Apple Acres. If he had done the same thing to the punching bag that he just did to the dragon, Applejack would have been literally knocked beyond the farm.

"Dash, can we get out of here? I don't want to be around when he wakes up," Peter said in a tone low with plea.

Snapping out of her daydream, Rainbow Dash nodded slightly.

* * *

><p>A sense of peace filled the abode, but Rainbow could not bring herself to enjoy it. She sat at the top of the stairs right outside of Twilight's bedroom and watched Peter downstairs trying to place his costume in a backpack. Though the events of the day had passed, her heart still carried a twinge of guilt.<p>

Rainbow Dash turned away while sadness filled her violet eyes. "Pete... sorry about earlier."

Peter pulled his head from the backpack with his costume still in his mouth. "Don' worr' abou..." he paused, spitting the costume away. "I mean, don't worry about it."

His frustration grew while he tried his hardest to zip the backpack with his teeth, but it would not budge, forcing him to find an easier solution and kick the bag underneath the couch. He glanced up at the Pegasus, who had not smiled since the incident in the cave, and sighed softly.

"Come on, Skittles. It's no big deal."

Her ear twitched at the name that was used, but when she turned to glare at Peter, her body betrayed her intentions, and she replied with a defeated smile. "You know what? Fine. You can call me 'Skittles' but only on one condition."

He raised his brow questionably. "What would that be?"

Rainbow flew from her spot and hovered over Peter. "You have to tell me the truth. Did people really hate you back in your world?"

"If I'm lying, I'm dying. I was declared a menace."

"I don't get it. Twilight told me you were the greatest hero in your world, but why would anypony hate a guy that helps them?" She pointed her hoof at Peter. "Why would you keep helping them knowing they'd only hate you for it?"

"Because I can't ignore anyone that's in trouble. The last time I did, something terrible happened, and I've never been able to live it down."

Rainbow flinched. For the first time, the brightness in Peter's eyes vanished, now filled with a darkness she had seen rarely- sadness.

"What happened?" she asked softly.

Peter shook his head, as if he realized he droned off. The light in his eyes returned, but he shot Rainbow a stern look.

"That's not important. There's a saying I live by, 'With great power, comes great responsibility.' That's why I try my best when it comes to heroics. It's not for the fame, glory, or pride, but because it's the right thing to do."

His words were simple at best, but Rainbow Dash could not contain her smile. At first, she feared Peter was egotistical, but after what had transpired today, she was open to admit that he was a humble individual. He went to great lengths to reason with her, even losing for the sake of protecting her well-being. Growing up, no colt had ever considered doing that for her, but Peter did it without a second guess.

"You know, I thought you were an ego-maniac. Now," she said, unaware her cheeks were a shade of crimson, "I know you're not. I even think you're kinda... cool."

Her eyes widened. Why was she acting so sappy all of a sudden? Rainbow shook her head madly and playfully punched Peter's shoulder, earning a smile from the colt.

"I need to go write a letter. After I'm done, we should have a race to see who's faster." She trotted over to the door and glanced back at Peter. His mane fell perfectly over his matching eyes, causing Rainbow's heart to skip a beat. She giggled. "This time... for fun."

However, before she ventured too far, a thought occurred to Rainbow Dash. "Hey, Pete. You said your old name was Spider-_Man_, right?" Peter simply nodded, causing the mare to give him a questionable glare. "That means you're a... human, right?"

Peter shrugged. "Well, I _used_ to be... Why?"

Rainbow Dash gave no response. Instead, Lyra's eccentric face appeared in her thoughts, sending a sense of dread to wash over her.

"No reason..."

* * *

><p><em>Dear Princess Celestia,<em>

_I've learned that being a hero is not all about strength, bravery, and glory. Somepony can have these traits, but they can just be a glory hound. A real hero is somepony who does what's right, even if they'll never be recognized for it. _

_As Peter told me... With great power, comes great responsibility. _

_I'm going to try to be a little more responsible from now on._

_Yours truly,_

_Rainbow Dash._


	5. Fashion Sense is Tingling

_**Chapter Five "Fashion Sense is Tingling"**_

"One more time," Twilight said, earning an exasperated groan from Spider-Mane. "Come on, Peter. It's not as hard as you think it is."

"Stop watching me so intently. This is weird enough as it is," he said while he aimed his horn, which glowed with bright clear energy, at the large tree in front of him. "Seriously, don't you find this a little weird?"

No response was received from the violet-maned pony. Peter took this as a 'shut up and focus' moment and channeled all of his concentration into his horn. Once sparkles began to fall, Peter fired a small strand of webbing from the tip of his horn, but it did not travel far, floating for an uninspiring couple of meters. Chuckling sheepishly, Peter glanced over at Twilight and silenced himself when he noticed her equally unimpressed expression.

"You were web-swinging just yesterday. What's wrong with you today?"

Peter rolled his eyes. "I'm usually a-okay when it comes to exams, but this feels more like a trip to the doctor than school."

She furrowed her brow. "How is practicing magic weird? You told me you thought it was interesting when we were reading _The _W_onders of Science and Magic_. Now all of a sudden you think it's weird?"

They had been having this discussion for a matter of minutes, and it seemed Peter's insistent complaining was steadily picking away at Twilight's nerves. He didn't mean to. Magic was a form of science in this world, and while his major was chemistry back at home, his inner geek reveled at the opportunity to widen his studies. Right now, it was more of a questionable subject matter that bothered Peter, and Twilight didn't seem to catch it.

"Think about the 'here and now'. Don't you think it's a little unusual for a _girl_ to watch a _boy_ shoot a sticky, white substance out of his _horn_?" he said with precise emphasis.

The pair stood silent for what seemed like an eternity. Peter mentally cringed. He was expecting his spider sense to warn him of Twilight's incoming attack for his crude sense of humor, but he grew pale, terrified that his spider sense would not work when said attack was coming. Better yet, she could just take the easy route and kick him out of the house. However, these thoughts were brushed aside when Twilight smiled suddenly.

"Oh, Peter. Mares and colts practice magic together all of the time. So there's nothing to feel weird about," she said innocently.

Times like this made Peter grateful for his mask's design to hide his facial expressions. He could only stare at Twilight slack-jawed, but he shook his head and brought himself back to the magical pony-filled reality he was trapped in. It made him wonder if Twilight was innocent or just egging him on, and judging from the experiences he's had in his crazy life, Peter was able to conjure that girls were unpredictable in every reality. He understood she was a socially awkward nerd, much like himself, but as dense as he was, at least Peter could spot an innuendo right underneath him.

"So... my 'shooting webbing out of my horn' doesn't remind you of anything?" he said, groaning inwardly at the setup he made for himself.

"Of course it does. Spiders thread webbing in a similar manner, correct?" she nodded, causing Peter to slap his forehead.

"I mean something more... suggestive. Remind you of anything?"

"No."

"Nothing at all?"

"No?"

'_This is too easy, Twilight. Knock it out of the park, already.' _Peter tilted his head to the side. "Does the term 'bow-chicka-bow-wow' ring a bell?"

Twilight's confused expression returned. "What does that mean?"

It was official. Twilight was certainly innocent. Peter shrugged his shoulders in defeated fashion and retook his position in front of the tree. With his horn ready to try its magic again, Peter closed his eyes and dove into his thoughts. Perhaps Twilight wasn't so much innocent, but maybe she honestly had no idea what he was talking about.

After all, while their respective home worlds were similar, there were several differences, too, and there was a chance the art of the mommy and daddy dance were nonexistent here. Peter scoffed. No, Twilight was innocent. The mommy and daddy dance existed in all worlds. Some things are just destined to exist. His eyes went blank. He was thinking about this _way_ too much.

"Peter, stop! You're too deep in thought!" Twilight yelled, snapping Peter's concentration like a twig.

'_Seriously. You are.' _Peter groaned inwardly.

"Peter!" Her voice was much louder this time.

The magical energies that engulfed his horn became unruly and spread around his entire body. He concentrated with all of his might, straining to reverse the effect, but it was for naught as his body began to tremble. His body revved up like a small engine before the energy around his body traveled back to his horn. Slamming his eyes shut and turning his head away from Twilight, Peter braced himself for the worst-case scenario. He stood still, not wanting to trigger anything, but as he noticed his horn was no longer sparkling, Peter let out a relieved sigh.

Twilight walked over to Peter with a furrowed brow. "You really need to be careful. You almost had a magical over-"

That same instance, webbing erupted from his horn, like lava would from a volcano, and sent Peter flying through the reaches of the forest until he crashed through a tree and into a boulder. Twilight, on the other hand, couldn't move even if she wanted to. Webbing covered her entire body and everything within a twenty foot radius.

"-load," she muttered.

Her horn sparkled, burning away most of the webbing on her body with the exception of her tail and mane. Paying it no mind, Twilight galloped through the path of destruction Peter created until she found his limp frame and shredded costume still imbedded in the boulder that stopped his unwanted flight.

"Peter, are you okay?"

His head spun like a disc and mind felt as light as air, failing to settle the several distorted images of Twilight back into place. In a dazed state of mind, Peter slurred...

"How do I shot web?"

* * *

><p><em>Dear Princess Celestia,<em>

_I must say, magic's a total pain to learn. It's reminding me of the time when I first got my super powers, having to experiment, find my limits, and earn some bruises along the way (in today's case, a concussion). For now, until I learn to properly use my magic, I'm going to go back to using my old web-shooters. The problem is figuring out how to use them without fingers, but something will come to mind._

_I feel bad for what happened to Twilight. That's why I'm going to ask you for a second magical tutor. Twilight's a great teacher, but I don't want to stress her out since she's so busy all of the time. Think you can help me?_

_P.S.- My costume was torn pretty badly in today's accident, too. I used to be able to stitch it back myself, but that was back when I had fingers instead of hooves. Is there a way you can help with that, too?_

_Signed,_

_Peter Pony Parker._

* * *

><p><em>Dear Peter,<em>

_It's very considerate for you to think of Twilight. I know the perfect pony who can help you with both of your problems. There's no need to be secretive since the two of you have already met._

_Go see Rarity first thing in the morning. I'll inform her of the situation._

_Sincerely,_

_Princess Celestia_

* * *

><p>The morning sun burned brightly overhead, but it only fueled Peter's laziness. A large yawn escaped from his mouth while he walked through Ponyville. He understood that Princess Celestia wanted him to go to Rarity's house in the morning. He figured ten o'clock would be a reasonable time to leave, but Twilight thought otherwise and kicked him out at seven.<p>

"_You don't want to be late! The Princess is doing you a favor! Show enthusiasm and be early!"_

Peter's eye twitched involuntarily. "Sweet girl... but very high-strung."

As he glanced at his surroundings, Peter marveled at the quaintness of the village. It was nothing compared to New York in terms of size and population, but Peter found the cozy settings of the town to be one of its most endearing traits. Most of the ponies seemed fairly acquainted with each other, and even though he had only been there for a few days, they had already recognized his face somewhat.

Then, there was his friendly neighborhood counterpart. From billboards to posters, Spider-Mane was already thought of as a hero. Peter shook his head inwardly. With his luck, that would all change for the worse. After all, that was exactly what happened back at home. They believed he was a marvel at first, but Jameson's insistent tripe tarnished his reputation, leaving him labeled as a 'menace to society'. Right now, the best Peter could do was enjoy the positive feedback while it lasted.

Finally, after a short travel, Peter finally arrived at his destination. The house was wide, decorated with a red carousel design that would make any pony jealous, and the sight brought a smile to Peter's face. Just a few days ago, Rarity's house was set ablaze, but now it was back as if nothing had happened. Walking up to the door, Peter stopped in his tracks, hesitant to proceed further. He glanced at the backpack on his side and groaned.

This was an easy fix back at home, considering he tore his costume more times than he could count, but it was a matter he was used to handling on his own. In a new world with a new body, Peter was forced to make adjustments, and asking a friend for help dealing with his alter-ego's life was going to be on that list. He gently knocked on the door, still unsure on the choice he had made, but before he could even consider a retreat, the door flew open.

"Peter! Darling!" Rarity said with brightness in her voice. "Princess Celestia told me about your dilemma. Please come inside."

Peter felt his nerve slip. The sight before him was both elegant and bizarre. A fuzzy pink robe rested daintily over Rarity's shoulders and hugged her body tightly. The majority of her violet mane was wrapped into several pink hair-curlers, and a pair of jet black eyeglasses rested over her gorgeous, ocean blue eyes. On one hand, Peter was willing to admit that Rarity looked _beautiful_, but on the other, he couldn't help but ask why a horse was wearing a robe, hair-curlers, and a pair of eyeglasses.

'_I sometimes think I'm not trapped in a parallel world, but that I've finally lost my last marble. The latter seems so much more logical than the truth.'_

"Really sorry for the early morning visit, Rarity. I would have come by later, but Twilight insisted that I come sooner," Peter said honestly.

Rarity stepped to the side and motioned for Peter to come inside. "It's nothing at all, Dear. I must admit that it _is _a bit early for my taste, but I marvel at the opportunity to repay the colt who saved my life."

"Seriously, if this is a problem-"

"Stop that. You're reminding me of Fluttershy. Now come inside."

Shrugging his shoulders, Peter did as he was told. The interior of the house was far more impressive than the exterior. The drapes around each window were stitched with the utmost care, the rugs matched the color of the carpet just right, and a fresh scent of vanilla filled the air. It was truly refined, a fair representation of the pony who lived there.

After a few moments, the pair had made it to a large room filled with an assortment of dresses and pony-shaped models. Rarity's horn sparkled, causing clear energy to envelope the curlers in her hair. Each one gently pulled itself free until her entire mane fell behind her shoulder. Peter's eyes widened at the display of beauty, but they quickly grew blank at his sarcastic thoughts.

'_Hey, Genius. Stop gawking at a horse- That unusually graceful and beautiful horse that smells of vanilla- SHADDUP!'_

"Peter, is something the matter?" Her words pierced his thoughts like a knife through butter.

He shook his head and laughed sheepishly. "Sorry. Your early morning beauty caught me off guard," he said nonchalantly, mentally kicking himself right after.

'_Dude! Seriously! Could you come off any lamer- and weirder- for calling a horse 'beautiful'? She IS beautiful though- Oh, my god. SHUT UP!'_

Much to his surprise, Rarity giggled. "Thank you, Darling." She stepped to the side and placed her hooves on top of an empty table. "Would you be so kind to hand me your damaged goods?"

"Oh, right," Peter said absentmindedly as if he had forgotten about it.

He reached down for the strap and used his mouth to pull it loose, allowing the backpack to fall ungracefully from his back to the floor. Peter readied to retrieve his possession, but he paused due to a small shadow that loomed over it. A tiny pony stood by the door, her coat was snow white like Rarity's, but her mane was a shade brighter and curlier. Her large green eyes brightened when Peter's chocolate orbs came into contact.

"Hi! Are you a friend of my sister?" Her voice practically squeaked.

Peter turned to Rarity with a curious smile. "Sister?"

Her robe removed itself from her figure and magically stretched out over her bed. Rarity then trotted over by the filly's side. ''I've forgotten my manners. You two have not been properly introduced yet. Peter, this is my baby sister, Sweetie Belle."

'_If these ponies get any cuter, I may have to revoke my man-card.' _He gave the filly a friendly nod. "Cuteness runs in the family, huh?" He sighed inwardly. '_Pardon me, sir. Give us back your man-card __and your remaining sanity.'_

Rarity turned her ocean blue gaze over to her sister. "Sweetie, this is the nice pony who just moved in with Twilight and Spike the other day. His name is Peter Pony Parker. I want you to show him the utmost respect, understood?"

Sweetie Belle rolled her eyes slightly. "I promise to behave. Gosh. I'm not rude, Rarity."

Both sisters playfully stared at each other before Rarity nodded and turned for the sewing table across the room. While she rummaged through her supply case underneath the table, Peter glanced out of the corner of his eye, finding Sweetie Belle staring at him intensively. As a child, Peter figured she didn't know she was staring, but that thought was quickly dashed when Sweetie began to circle around him.

Her emerald eyes shifted up, down, and across his frame. Peter's muscles locked, and he made sure to stand perfectly still. This was clearly an inspection. Perhaps it was her instincts telling her that Peter was not what he seemed. Once Sweetie gasped out loud, Peter felt his heart nearly jump out of his chest.

"Mister! You don't have a cutie mark!" Sweetie Belle said while her eyes grew wider by the second.

Peter let out a relieved sigh. "Oh, I forgot about the mark." He turned and shrugged at his blank flank. "I guess I don't, huh?"

Sweetie's eyes filled with horror, and she leaped, flailing her hooves frantically. "But you're an adult!"

"Does nineteen count as 'adult'?" He said to Rarity, who merely nodded. Peter turned back to the filly. "I guess I am an adult, too. Is it weird for someone-I mean somepony-my age to not have a cutie mark?"

No response was received right away. Instead, Sweetie Belle rushed out of the door faster than a bolt of lightning. A grim look filled Peter's features. He was already an outcast living among creatures from a parallel universe, but it was downright unpleasant knowing he was a freak. His thoughts wandered before he rolled his eyes at a late realization. In a sense, the radioactive spider blood was already a good enough 'freaky' label.

Rarity, noticing the troubled look in Peter's eyes, walked over and gently closed the door to the room. "Don't let it trouble you, Darling. Sweetie Belle's quite eccentric when she wants to be." Her gaze turned serious. "Also, it gives me a chance to work on your secret in peace and without interruption. Now if you may, please?"

"Oh, right."

Peter planted his hoof on his backpack and used his teeth to unzip it open. However, before he could react, magical energies enveloped the costume and caused it to levitate across the room until it landed on top of the sewing table. Peter glanced at Rarity, who was responsible, and chuckled.

"You and Twilight make the magic thing look so easy."

"I assure you, my magic skills pale in comparison to Twilight's, but considering she is Princess Celestia's apprentice, that is to be expected. If you want, I can teach you the basics, but I'm afraid you must rely on Twilight if you wish to learn the advanced techniques. That, however, must wait for another day. Right now, we must discuss a more pressing matter."

Peter's eyes widened at the sudden change of tone in Rarity's voice. "What would that be?"

"You simply must allow me to redesign the entire costume. The tears are too wide, and..." she said, pausing to give Peter a blank stare, "it's simply too tacky."

He raised his hoof defensively. "Oh, come on. It's an original."

"Hard to imagine why," she said sarcastically. "There's no need for a handsome colt such as yourself to wear something so outlandish. Whatever made you settle on such a design?"

"I originally made it for a wrestling competition, but-"

"My word. _You _designed it?"

"A couple of years ago. Yeah. Still unimpressed?"

Rarity's eyes continued to scan the costume carefully. The serious gaze she carried hinted that she was indeed unimpressed, but it softened and shifted to one of surprise. She planted one hoof on the center of the costume and used the other to stretch the arm out as far as it could reach. Giving a nod of approval, Rarity turned to Peter with a smile on her face.

"While I still say it's tacky, I must say that the technique behind the design is marvelous. It's surprisingly flexible and resilient. You say you made it yourself?"

Peter placed his hoof on the back of his head."It's just a pair of tights. It's nothing-"

"I beg to differ. The fact that you stitched something together so simple and sturdy tells me you have the skills to be a designer."

"You flatter me, but I'm no designer. Like you said, I have tacky taste." His gaze shifted to a model right next to where Rarity stood. It wore a crimson dress with several ocean blue diamonds etched across its entirety. Its glimmer was astounding and left a sparkle in Peter's eye. "I'm no designer, but judging from this beautiful dress, you, Rarity, must be one of the absolute best in this world."

Rarity's face flushed. She attempted to laugh the compliment off only to stammer about clumsily. Clearing her throat, Rarity managed to recollect herself but failed to notice the crimson blush that stained her cheeks ever so.

"I truly appreciate it, Peter. Unfortunately, I've yet to be noticed. Hopefully in the future many others will share your opinion."

"Trust me. Unless they're blind, they have to notice your amazing talent sooner or later."

Her cheeks burned even more intensively. She kept her eyes locked on the costume and away from Peter, but her smile could not be contained as easily. _"So he's charming AND handsome."_

"To be honest, I wasn't too sure about this at first, but after seeing your work, I know people- I mean ponies- will be happy to see the new duds. Would you mind doing me a favor though?"

Rarity turned her head at the sudden change of tone in Peter's voice. Though the smile on his face remained earnest, it contrasted with the sad gaze in his eyes. Peter let out a somber sigh as he walked over to Rarity's side and shared a glance at the shredded costume.

"If it's okay, try not to stray too far from the original design. It's a selfish request, but I'm begging you for this. I wore this costume the day my life was changed forever. The day I made a horrible mistake..."

His voice grew shaky, sending a wave of uneasiness through Rarity's heart. "It reminds you of a mistake? If you don't mind my asking, what happened exactly?" she said, pausing when Peter's saddened eyes made contact with her ocean blue orbs. "Why would you never want to forget about it? Nopony usually likes to remember anything bad, let alone be reminded of it constantly."

Peter shook his head and snapped out of his trance. He mentally slapped himself. That was the second time he almost let his secret out. It was enough that these ponies accepted him into their world with open hearts and promised to keep his identity a secret, but he did not need to trouble them with his unforgivable past. There was a good chance they would hate him if they learned the truth about his uncle. He glanced over to Rarity, whose expression grew worried, and offered an apologetic smile.

"I can't say, but I'd never forgive myself if I forget," he said, forcing down the lump in his throat. Rarity furrowed her brow and gave Peter a stern glare, causing him to chuckle nervously. "I understand if it's too much of a-"

Gently raising her hoof, Rarity shook her head. "It is nothing at all, Dear. I'll take your request under consideration. Luckily, I already have something in mind, and I should have your costume done by tomorrow morning."

"Thanks, Rarity." Giving Rarity an honest smile, Peter turned and made his way to the door. "I feel like I've bothered you enough for one day. I'll see you in the morning."

"Before you go, there's something I need to give you, Peter."

"Okay, but what is-"

His eyes shot open when something warm wrapped around his neck. The scent of vanilla poured into his senses when he realized Rarity had pulled him into a warm embrace with her hoof on his shoulder and her head against his own. Taken aback from this act of affection, Peter felt his muscles lock against their will.

After what seemed like an eternity, Rarity broke away from Peter and giggled softly. "I want to thank you again for saving my life. If there is anything you need- I mean _anything_- please do not hesitate to ask."

* * *

><p><em>Dear Princess Celestia,<em>

_I've learned a valuable lesson today. Everypony is different in various ways. Just because one may dress outlandishly does not give another the right to judge them harshly. At first glance, a difference may not sound appealing, but with an open heart, you may find it to be their most endearing trait instead._

_Sincerely, _

_Rarity._

* * *

><p>"So everything went okay with Rarity?" Twilight said, keeping her gaze fixed inside of the book on her table.<p>

Peter allowed himself to collapse on the plush couch. Rolling over to his side, Peter said, "Yeah. She said the costume will be fixed sometime tomorrow. Guess that means no heroics for today."

"That's good to hear. It gives us time to practice perfecting your magic."

Reaching for his pillow, Peter tuned out his roommate's words and closed his eyes. However, energy formed around his body, causing him to disappear and reappear behind Twilight. He fell on his stomach with a smack and immediately rolled his eyes at Twilight.

"Oh, come on. It's Saturday! Can't we just practice later today? Like when it's not morning?"

Her gaze had not left her book. "No, Peter. The Galloping Gala is in a week, and I want to show Princess Celestia that you've been studying hard."

"The Galloping what? What is-"

A soft set of knocks at the door interrupted his question. He glanced at Twilight, but she remained focused on her book, prompting Peter to answer the door instead. Pushing the door open, his eyes widened at the sight of three small ponies, Sweetie Belle standing among them. Before Peter could say anything, Sweetie pointed her hoof at Peter.

"That's the pony, Crusaders!"

Peter's eye twitched involuntarily. Sleeping in was out of the question... again.


	6. Shades of the Past, Part I

**_Chapter Six "Shades of the Past Part I"_**

Looking around aimlessly, Peter pointed his hoof at himself and raised his brow. "Are you talking about me?"

Sweetie Belle stepped inside before she stopped next to Peter's flank. The other two fillies followed, gasping aloud at the blank sight. One of the fillies, her coat as bright as the sun in the sky, rushed over to the other side of Peter's flank, and her chocolate brown eyes only grew in width. The last filly, her coat matching a shade of orange, closed her violet eyes and nodded her head.

"He's a blank flank for sure," she said, causing Peter's face to flush slightly.

"_Great. So kids inspecting my butt isn't enough, but now they have to insult it? I feel so violated."_

The yellow filly's fiery red mane emerged from behind Peter. "How old did you say he was, Sweetie Belle?"

"He's... uh..." Sweetie Belle droned off, placing her hoof underneath her chin.

"Nineteen," Peter said blankly.

The orange filly furrowed her brow. "If you're that old, why haven't you earned your cutie mark yet?"

Why indeed did he not have a cutie mark, something everypony had in this world? The answer was simple: he was an alien pulled from another world, but that kind of explanation was too farfetched to the common individual. His knowledge on cutie marks being significantly limited, Peter turned his gaze back inside of the house.

"Twilight, could you come down for a second?" he said, hopeful his roommate could provide a decent enough answer.

An exasperated groan echoed from upstairs. "Peter, if you're trying to weasel out of practice, you've got another thing-" Twilight said with a hint of irritation in her voice, but it dissipated, along with the glare in her eye, once she made it downstairs and noticed the three fillies surrounding Peter. "Oh, hi, girls. What can I help you with?" she said, her tone now a sweet one.

Peter's sighed inwardly. Girls were a puzzle in _any _world.

Sweetie Belle pointed her hoof at Peter's flank, causing his face to flush once more. "It's about your friend. Why doesn't he have a cutie mark?"

"Actually," Twilight said before she paused to furrow her brow at Peter. It seemed as if she was at a loss for words, but she threw her hoof over her mouth and cleared her throat. "Peter has many talents, just like all of you, but he hasn't found his one true talent yet."

A pitiful chuckle escaped from Peter's mouth. _"Many talents? Who are you kidding?"_

Twilight shook her head and shifted her gaze from the fillies to Peter. "I just realized something. Do you even know who these girls are, Peter?"

Shrugging his shoulders, Peter raised his hoof and pointed it over to the snow white filly's lavender color head. "I just met Sweetie Belle while I was at Rarity's, but the other two are newcomers for me."

"I'll introduce you then." Twilight walked over to the yellow filly. "This is Applebloom, Applejack's little sister," she said, turning her gaze over to the third filly, "and this is Scootaloo, a friend from their school."

"Well, aren't you the cutest things?" he said honestly before a groan echoed in his head. _"Why is everything in the world so darn cute?" _A late realization came into mind, causing Peter to fire the fillies a puzzled expression. "I have to ask though. What do you want with me?"

As she made her way to his side, Applebloom gazed up at Peter. "Easy. You don't have a cutie mark," she said bluntly.

Peter's eyes grew blank. "And I guess you're here to make fun of me? It'll be like my old preschool days. Elementary school wasn't much different. Middle school was just as bad. Don't get me started on high school. Now that I think about it, college was exactly the same, too. I guess I'm a subject of ridicule to this day." He shook his head and shrugged his shoulders. "Oh, sorry. I was rambling. You were making fun of me? Go right ahead."

Applebloom stared at Peter, unsure of what to make of his ramble, but she recollected her senses and shook her head. Her expression turned apologetic. "We wouldn't make fun of you!"

"Of course not," Scootaloo said as her lips curled into a confident smile. "After all, you're just like us!"

Her statement caused Peter to tilt his head to the side. "Just like you? How?"

"Because you're exactly like us!" Sweetie Belle said, hopping into Peter's line of sight until her eyes were only a couple of inches away from his own.

A bead of sweat rolled down the side of his cheek. "I heard you before, but can you tell me _how _exactly?"

After a few moments, Sweetie Belle stopped bouncing and turned her gaze to her wagging tail. "We don't have our cutie marks either."

Peter's eyes widened at the statement. He was not the only one looking for his cutie mark? Twilight had told him everypony earns their mark eventually, but it was unnerving for Peter since it seemed everypony he saw already had their mark. Turning to the side, he found Applebloom and Scootaloo with their flanks facing him. Just like Sweetie Belle's, they were blank.

"We're the Cutie Mark Crusaders!" Scootaloo said with vigor in her voice.

"We're trying to earn our marks, too!" Applebloom said, stepping in front of Scootaloo.

Sweetie Belle bounced back in front of Peter, inadvertently headbutting him in the process. Unfazed, she giggled, "Since you don't have one, we want you to join our team!"

A stinging sensation circled around his forehead. He placed his hoof on his horn and received no response, but once his hoof landed in between his eyebrows, he winced in pain at the newly formed knot. If he wasn't an odd enough sight, now he was a two-horned unicorn.

"Great," he sarcastically said, unaware of the conversation he was roped in.

"That's awesome! Since you hang out with Rainbow Dash, I'm sure your cutie mark will be something cool!" Scootaloo said, snapping Peter out of his trance.

"Wait. Wait. What did I agree to?"

"He was just at my sister's. Maybe it will be something pretty, too?" Sweetie Belle squeaked, causing Peter to raise his brow.

"Pretty? What? Can someone- Gah! I mean somepony- rewind and tell me what was said two sentences ago? The headbutt knocked me silly for a moment."

"Perhaps something like both? What if it's like Rainbow Dash's _and _Rarity's?" Applebloom said, oblivious to Peter's statement.

"Okay. We're going to take a few steps back and-"

"What if Twilight is mixed in there, too? He lives with her, right?" Scootaloo said, causing Peter's eye to twitch.

"Seriously! What are talking about?"

"If he hangs out with Twilight the most, maybe it will be like hers the most?" Sweetie Belle said, prompting Peter to slap his forehead.

"_Oh, my God. Is this what it's like when I talk to the bad guys? I feel like I'm losing my mind. I almost feel bad for talking Doctor Octopus and Vulture to death now. You know what? No, I don't. They found me annoying because they __**listened**__ to me. Right now, I'm just being ignored. That's a different level of annoying. It's almost as annoying as the times I've been ignored by a girl. That happens enough in my life, and I don't need it tripled thanks to these little ones."_

"Do you agree, Peter?" Sweetie Belle said, unknowingly piercing Peter's inner monologue.

Peter, still in his trance somewhat, murmured, "Huh? Yeah, totally."

"All right!" Scootaloo jumped, flapping her wings haplessly before she landed back on the ground.

His eyes shot open. _"Oh, crud. Not again." _He raised his hoof to hold everypony's attention. "What just happened?"

Sweetie Belle's smile grew. "We just nominated you to become the leader of the Cutie Mark Crusaders!"

His jaw dropped. "...what?"

Applebloom rushed over and giggled. "And you accepted!"

His eye twitched. "What?"

Before he could hope to protest, Applebloom made her way to the door. "All right, if everything's settled, I say we go to the park."

"Sounds like a plan," Scootaloo said, following the filly outside.

Peter stood slackjawed. So much had happened, and he could not recollect any of it. He turned to Sweetie Belle, desperate she could be the one strand of sanity in the world of madness he was trapped in, but she only smiled and gently placed her tiny hoof on top of his mildly larger one.

"We'll find you if something comes up," she said sweetly, turning to make her exit right after. "See you later, Captain Peter!"

As quickly as they came, the fillies left. His brain felt numb. Never had he felt so confused a day in his life. He was put in charge of three little girls he had just met, and he had no experience with children whatsoever. His days in Equestria were becoming more unusual by the day. Peter let out a sigh. He collapsed onto the sofa, determined to sleep the previous moment off, but Twilight, who had remained quiet throughout the entire scenario, rolled her eyes and groaned at Peter.

Magical energies enveloped his body and pulled him from the couch until he fell face-first onto the floor.

"Did you forget we have magic practice? Come on! Let's go!" she said sternly, earning a defeated sigh out of Peter.

He rolled over onto his back and stared at Twilight. She was relatively quiet during the Crusader's 'attack' and did nothing to help. He poked her hoof, bringing her violet gaze down to meet his chocolate orbs. He was partially upset with his roommate, but for some reason, probably because of the way her violet mane, with the cute pink strand that fell between her beautiful eyes, rested over her shoulders, he couldn't bear to hold a grudge.

"_A pony should not be this cute. Seriously." _He rolled his eyes. "How could you let those girls talk me into joining their group? We're roomies. Can't you save me from danger?" he said in a mix of plea and sarcasm.

Much to his surprise, Twilight's gaze softened. "Because those girls are reckless."

"Huh?"

She gently placed her flank down and positioned herself right over Peter's body. "I thought about how you acted with Rainbow Dash the other day." Her lips curled into a sweet smile. "You didn't show off or fight fire with fire. You actually reasoned with her, and it worked!"

He looked away to hide his embarrassment. "It's no big deal."

"It _is _a big deal. Those girls are trying too hard to earn their cutie marks, but I think a level-head like yours can help lead them in the right direction."

"I'm not exactly role-model material, Twilight. I make more mistakes than most people- I mean ponies- should be allowed to. Honestly, you're putting way too much faith in me. You did with the dragon, and now you're doing it with these girls."

Twilight bit her lip. The upbeat tone in Peter's voice left and transformed into one of uncertainty. She reared her head down until her snout nearly touched Peter's.

"Peter, the spell I used was to bring the greatest hero of all time to Equestria. It chose you, and magic is incapable of making a mistake. You saved my friends' lives and brought new-found hope to Ponyville." She rolled her eyes and giggled. "You talked sense into Rainbow Dash, something none of us have been able to do easily, but those aren't the only reasons why I have faith in you."

He sighed. "Really? What other reason could there be?"

His eyes shifted back up, just in time for the pink strand of Twilight's hair to brush over his snout. Their eyes were locked onto each other, but Peter felt a bit of warmth escaping from Twilight's face. Thanks to their eye contact, Peter failed to see the large blush that had filled the girl's cheeks. She looked away for a moment, but her smile only grew in width.

"It's because you're my friend, and friends should always have faith in each other," Twilight said honestly.

Her words were so simple, but Peter felt something vast behind them. Despite his failure to live up to her standard, Twilight's faith in him remained steadfast. He was not great, let alone the 'greatest of all' as Twilight described, and considering the high caliber heroes he knew back at home, Peter refused to accept that title. Despite his constant protests, Twilight spoke as if she firmly believed it, not because of the spell, but because she was his friend.

It was laughable. Such a cliché saying should have stayed in the cartoons where they belonged, but Peter couldn't help but smile. Twilight believed her friend could stop the dragon and Discord in a number of weeks, so if she had that much faith in him, the least he could do was take care of three little girls for her. He shifted his head slightly and nudged the tip of his snout against Twilight's, causing the girl's blush to intensify.

He smiled innocently, unaware of his actions. "Thanks, Twilight. I'll try not to let you down again."

She shook her head madly. The temperature in her cheeks continued to heighten. She turned around, careful to not reveal her flushed features. She cleared her throat, made her way to the door, and shot Peter a glare, still failing to hide her blush.

"That's enough of that. Come on! We still need to practice," she said, finally allowing herself to smile once her back was facing him.

Shrugging his shoulders in defeat, Peter chuckled haplessly. _"Madness, thy name is Equestria."_

His thoughts ran while he forced himself back up. Being the leader of the Crusaders gave Peter the chance to come up with a catchphrase for his new team. His eyes widened when an idea came into mind, but he groaned inwardly, knowing it was too cheesy to pull off with a straight face. The image of Scootaloo wielding a magic hammer, Applebloom wearing a suit of armor, and Sweetie Belle being an unusual shade of green while Peter carried a shield played throughout his mind.

"_Crusaders! Assemble!"_

His hoof smacked his forehead. It was cheesier than he imagined, but deep down, he found it unusually cool. He rolled his eyes. He truly was losing his mind.

* * *

><p>Peter's jaw nearly hit the floor. He stared at the costume Rarity held in her hooves with bewilderment in his eyes. While the design was similar, the changes were easy to spot: the spider emblem on the back was much more slender, and while red remained the dominant color on the costume as a whole, the amount of blue was increased thanks to the shortening of the arms and legs. Overall, the design itself was edgier, giving it a bit more of a serious look.<p>

Rarity clutched the costume tightly and fidgeted in place. Peter's glare remained firm, only adding to Rarity's nervousness, and once he shifted his gaze in her direction, her heart threatened to leap out of her chest. Everything Rarity designed, she put her heart into, and Peter's costume was no exception. The idea of rejection was an excruciating one, but in her profession, it was to be expected. It only made Rarity more nervous considering what Peter had done for her. If he hated the design, she would have failed to repay the debt she owed to him.

"Rarity," Peter said coolly, causing the unicorn to bite her lip. "This costume. It's-"

Her defenses fell like a crumbling wall. She threw her hoof over her forehead and whined, "You hate it, don't you? I just knew you would!" She collapsed with her grip sound on the costume. "It was a mistake for me to change anything! I should have just-"

"But I like it."

"-restitched it the way it used to be!" She stayed prone on the ground, but as if her brain just registered his words, Rarity glanced up at Peter with her ocean blue orbs as wide as saucers. "What did you say, dear?"

He trotted over to her side and smiled widely. "I said I liked it, but I'm not saying it the way I want to. It's more like-" he cleared his throat and grinned, "-I really like it!"

"Do you really mean it? If you don't, you can tell me," she said hesitantly.

"Of course I mean it! I only wished you'd designed my costume in the first place. It's pretty slick."

Rarity's cheeks burned. It reminded her of the dresses she made for her friends not too long ago. She had poured everything she had into them, being extremely thorough with each unique design, but after a dreadfully long set of days, she showed her friends the fruits of her labor, only to be shocked that they did not like their dresses.

While the situation was later rectified, Rarity could not help but feel she could have done better. Perhaps it was her perfectionist nature or sensitive heart that clouded her judgment, but she expected a similar response from Peter, only to be shocked by his significant show of gratitude.

"How long did you stay up working on this?" Peter said, the concern apparent in his voice.

Rarity readied to respond, but a yawn escaped from her mouth instead. She brushed her mangled locks back and giggled nervously. "I honestly lost track of time. I actually just finished it a couple of hours ago."

Peter's eyes softened. He walked over to Rarity, and his heart sunk when he noticed the small bags underneath her large, gorgeous eyes. "You pulled an all-nighter? You didn't have to do that. A beautiful girl like you shouldn't lose sleep over me," he said while a sad smile formed on his face. His thoughts threw a swift kick into his senses. _"Parker, must you insist on calling these ponies cute and beautiful?"_

Her cheeks flushed to a deeper shade of crimson. She turned around, knowing she looked like an absolute mess, and carefully folded the costume up in a diamond shape. Using her magic, Rarity slid Peter's costume into his backpack before gently handing him his possession.

"It was nothing at all, darling. Believe me, I'm just pleased to hear that you liked it," she said before she placed her hoof over her mouth to stifle a yawn.

Peter gave the unicorn a smile matched only by the warmth of the sun. His gaze shifted to the ground. "I really appreciate this, Rarity. I couldn't ask for this kind of favor back at home. I'm really happy to have met you." A desolate groan echoed inside of his head. _"Seriously, could you come off any cheesier?"_

Her heart skipped a beat and flipped inside of her chest. Rarity bit her lip, determined to maintain her professional demeanor, but the rising temperature in her cheeks made it difficult to focus. "The pleasure is all mine, Peter," she said, fully aware how shaky her voice had grown.

Peter, oblivious to Rarity's embarrassment, chuckled and slid his backpack over his shoulders. "I better go. Hope you get some sleep soon."

As he steadily made his way out of the room, a late realization struck Rarity like a lightning bolt. "Peter, wait!" She walked over to one of her mannequins and shifted her gaze to Peter. "I'm sure Twilight told you about the Grand Galloping Gala?"

He simply nodded. "She did, but I don't think I'm really fit to go. It sounds pretty fancy, and I'm a bit too average for that."

Rarity closed her eyes and huffed. "That's preposterous! You are perfectly capable of attending. Besides, Princess Celestia has personally invited you. It would be rude for you to turn down her highness."

"But-"

"No buts!" she said sternly, causing Peter to cringe slightly. Rarity's horn sparkled, and a large roll of jet black fabric hovered over her head. "I trust you'll be needing something formal to wear for the occasion. I can assure you that I will make you look simply-" her eyes beamed, "-marvelous!"

"I appreciate it, Rarity, really, but you've done more than enough-"

"Leave me to my work. I'll call you once I'm done."

Even in this world, girls were astoundingly stubborn. Peter watched Rarity stretch the fabric over her sewing table and smiled. She had just stayed up the entire night fixing up his costume, and now she was working on something for him to wear at the Gala, which was still a week away. To make matters worse, Rarity asked for nothing in return from the guy she just met a few days ago. Peter sighed. Rarity was right to bear the Element of Generosity.

Not wanting to bother her any more, Peter opened the door and stepped outside, but he peeked back inside and offered a wide smile. "I promise to pay you back, Rarity," he said before he sadly looked away. "I promise..."

The door closed behind her. Rarity kept her gaze locked on the fabric, but her mind remained focused on the colt that just left her abode. She resisted the urge to daydream, though the image of the handsome devil's smile played mercilessly throughout her mind. Biting down on her lip, Rarity began to work on Peter's suit, but a playful thought brought up a distinct possibility, forcing Rarity to suppress a giggle.

A coy smile formed on her face. _"If this keeps up, I may find my Prince Charming after all."_

* * *

><p>Peter traveled with his gaze locked on the ground. It had nearly been a week since he was pulled into Equestria, but he was adjusting far better than he had anticipated. It was only because his new-found friends were so supportive. If it weren't for them, Peter would have long since been overwhelmed by the vast amount of changes he was forced to take.<p>

His chocolate orbs darkened. While he honestly appreciated everything they had done for him, it felt as if he wasn't pulling his weight. Twilight provided housing and tutelage, but he gave nothing in return. Rarity made him a new costume, but he couldn't give her a single cent for her trouble. Hurt continued to fill his eyes. It reminded him too much of the days Aunt May struggled to support herself and Peter after Uncle Ben had passed. Just like now, he did nothing to help.

Images of the sweet elderly woman flashed across his mind. He only hoped Aunt May hadn't grown too worried about his sudden disappearance, but he mentally cringed, knowing that was certainly not going to be the case. Now his guilt truly took over. In Equestria he only caused his friends grief, and despite being in a parallel universe, he still found a way to worry his aunt.

_"For such a **great** hero, I tend to do more damage than good. I only caused problems for Aunt May, and I can't help Twilight or Rarity."_ His heart sank while a horrid memory pushed it even further into the depths of despair. _"I can't help anyone. It's just like the time I couldn't save-"_

"Pete?"

His eyes widened at the sound of a young woman's voice calling out to him. He turned and found a large pair of beautiful emerald orbs staring at him intently. The golden hair on her head was as bright as the light of day matched only by the smile on her face. Peter felt the air in his chest leave his body.

"Gwen?" he said below the hint of a whisper.

No response was given right away. Her image cleared, revealing more of her distinct features like the snow white freckles sprinkled across her cheeks, the beautiful shade of orange her coat displayed, and the large hat placed firmly on her crown. Peter shook his head and mentally slapped himself at the realization of the mistake he had made.

"Oh, Applejack," he said solemnly, closing his eyes to hide his shame right after. _'__Real smooth, Parker. Calling a pony by your ex's name is just plain stupid. Even for you.'_

Peter opened his eyes and found he was on the outskirts of Sweet Apple Acres. He placed his hoof over his eyes, groaning at his ignorance. Though Ponyville was tiny compared to a city like New York, he should have had the wherewithal to pay a little attention to his surroundings and _not _walk past his home by a great distance.

Ever since he arrived in Equestria, Peter found himself drowning more into his sorrow by the day despite the amount of positive energy his friends shot in his direction. It didn't help that a small part of him wanted to talk about the demons in his life to his new friends. After all, they knew his secret identity, but it just didn't seem right to tell them about his greatest mistake, Uncle Ben, or Gwen Stacy.

Peter never felt compelled to talk to anyone about his problems back at home, so he shouldn't start now. They were unforgivable crimes, and he didn't want to lose his friends just yet. He shook his head. Why was he even thinking about this? Something was slipping within him, but what was it?

Applejack noticed the troubled look in Peter's eyes and frowned. "You okay, partner? Something on your mind?"

_'Yeah. I'm depressed over everything. Other than that, it's Tuesday.' _Peter ignored his thoughts, sighing inwardly, and forced out a smile. "Sorry about that, AJ. You just caught me in the middle of a daydream," he lied, hoping she wouldn't find any deceit in his words. "What are you doing out here anyway?" His thoughts groaned. '_Maybe because she lives here, Einstein.'_

She bit her lip to stifle her laughter. "I kind of live here, Pete."

_'Exactly my point.'_

Applejack shifted her gaze to the range of apple trees scattered across the field behind the barn. "I'm just about to do my share of apple-bucking for the day."

"Twilight told me about that. Isn't that when you go around and kick the apples from the trees?"

She nodded. "That's right. I only need to buck a few trees so some fresh apples will grow in."

The troubled look in Peter's eye returned. He turned away from Applejack, ready to make his way back home. "Don't let me slow you down, AJ."

Before he could progress any further, the blonde stepped out in front of Peter and held her hoof up defensively. "Now hold on. You're not slowing me down one bit." She closed the distance between herself and Peter until her face was only a few inches away from his. "Something's obviously got you rattled. How about we talk it over while I take care of business? Heck, you can even help me. That'll help you blow off some steam."

Peter furrowed his brow. Was it painfully obvious that he was a little bummed out, or was it Applejack's keen intuition? In either case, with Twilight and Rarity still on his mind, Peter couldn't shake his guilt. He took a step forward and prayed Applejack would move out of the way, but she held her position firmly like an oak standing in the raging storm wind. Her emerald eyes softened before her lips curled into a saddened smile.

"Please?" she said soundly yet gently.

Peter's nerves slipped from his grasp. The genuine care in her voice combined with her indomitable will left his feelings astray. It was familiar in so many ways. Suddenly, Applejack's face faded, and it humanized for a moment, causing Peter's stomach to tie itself into a knot. The golden locks, emerald orbs, and warm smile were reminiscent to his first true love, Gwen Stacy. His eyes shot open before Peter shook his head madly, forcing the illusion from his mind.

He glanced back at Applejack, whose image had returned to normal, and placed his hoof over his forehead. Something was not right, but he couldn't talk to Applejack about it. No. He couldn't talk to any pony about it. He reached out until his hoof fell on Applejack's shoulder, bringing her concerned gaze to meet his apologetic one.

"I'm sorry, AJ," he said before he gently pushed the pony to the side and ran off in the direction of Everfree Forest.

"Pete! Wait!" Applejack called out but to no avail. As his image disappeared into the darkness of the forest, the concern in her eyes continued to grow. "What's got into you, partner?"

* * *

><p><em>'That was beyond stupid. How could I run off like that? Seriously, this stuff always bummed me out before, but why am I having such a hard time keeping it under wraps here? This doesn't make any sense. Well, nothing nowadays makes any sense.'<em>

The sun's light struggled to pierce through the leaves of the trees but managed to provide enough to allow Peter to see where he was going. After several moments of running, Peter finally stopped somewhere in the midst of the dank forest where a small lake rested. His thoughts drifted as he found a place to sit alongside a tree.

Even in such a peaceful world, he found a way to cause trouble for himself and those around him. Perhaps it was just him being homesick that caused him to act this way, but that seemed highly unlikely. He placed his hoof in front of his face and sighed. It felt as if these feelings of insecurity were pouring out on their own, like a crack in a dam waiting to give in to the pressure. Whatever the case, it was too much to deal with at the moment.

He noticed movements out of the corner of his eye in the bushes across the lake. A pony stepped through the limbs with a set of large golden rings on her ears and around her neck. Her white and gray mane was reminiscent to that of a mohawk, and it matched her striped dark and light gray coat. Peter tilted his head to the side at a realization. She wasn't a pony.

"A zebra?" he said before his eyes shot open. A blaring alarm went off inside his head, causing him to leap back up. '_Spider sense! But what could-'_

Suddenly, something erupted from the depths of the lake. Peter stumbled behind a tree, but when he peeked up, his jaw nearly struck the floor when he found a gigantic beast with four serpent heads roaring at the zebra.

_'A Hydra? Seriously? A **HYDRA**? I can take dragons and ponies, but I put my foot down at Hydras!'_

The zebra ran off into the wilderness, but the Hydra followed, knocking over trees and whatever else stood in his way. He lashed out with his clawed hand, but the zebra swayed to the side, causing the Hydra to strike a boulder instead. However, it only delayed the inevitable when she ran into a corner, trapped between a cliff and the hydra. All four heads of the beast smirked with the exception of one, who only looked around aimlessly.

They reared back, ready to strike the zebra down, but a being clad in red and blue jumped from the trees, kicked the clueless Hydra's head, and landed in front of the zebra. Her turquoise orbs widened at the oddly garbed pony. He only glanced back and chuckled.

"Pardon me, ma'am, but you look like you could use some assistance of the Spider-Mane variety."


	7. Shades of the Past, Part II

**_Chapter Seven "Shades of the Past, Part II"_**

"The monster you dare to face is a doozy, for its touch will leave you feeling woozy. The Hydra is a frightening sight at first glance, run now while you have the chance!" the zebra said, causing Peter to tilt his head to the side.

"Heck of a time to bust out a rhyme, don't you think?" Spider-Mane said before the Hydra lashed out at the pair, forcing Peter to grab the zebra and jump onto the branch of a tree. As he placed her down, Spider-Mane shifted his gaze back to their attacker. "You'll be safer here, Ms. Zebra. I'll try not to take too long."

She reached out in an attempt of protest, but Spider-Mane had already jump back into the fray. Bounding from one tree branch to the next, Peter found his great agility still intact. One of the Hydra's heads found him and attempted to chomp on his frame, but Spider-Mane jumped as high as he could, causing the beast to chew on a tree instead. A second head lunged out, hopeful it could strike while his prey was in midair.

"I used to think Equestria was safe compared to New York, but after dealing with a couple of dragons and you, I'm willing to take back what I said," Spider-Mane said, contorting his body just enough to avoid the Hydra's bite. Once he landed on the crown of the third and clueless head of the Hydra, Spider-Mane shrugged his shoulders. "So before you damage my view of this nice place, how about you leave the nice zebra alone and go back to Disney to fight Hercules?"

The fourth head lashed out to bite the bantering pest, but when Spider-Mane jumped out of the way, it wound up accidentally headbutting the third head. The second kept his eyes locked on Spider-Mane and threw his claws out in a slash attempt, but Peter's spider sense warned him of the incoming attack, allowing him to dodge the majority of the danger. Unfortunately, the Hydra still managed to slice through the costume, giving Peter a small gash across the back.

"Hey! Watch it! Try not to trash the new costume!" Spider-Mane said before the Hydra's tail came around, swatting him out of the air and through a tree. Once his body rolled to a stop, Spider-Mane placed his hoof over his forehead to stop his mind from spinning. "While you're at it, try not to trash _me _too badly either."

As the Hydra stomped in his direction, Peter shifted his gaze to his two front hooves. He forced the lump forming in his throat down.

"_I think it's about time I test out the new web-shooters. If my calculations are right, web-swinging will be even easier than it was back when I had fingers. If I'm wrong, I'm breakfast, lunch, dinner, and a midnight snack for the Hydra Brothers."_

The first and second Hydra heads lunged down towards Spider-Mane with their fangs drawn, but he galloped forward underneath their body until the third head attacked from the side. Using all of his strength, Spider-Mane back-flipped over the Hydra's bite at the last moment. However, looming over him like the sun would the Earth, the fourth head of the Hydra opened his mouth wide and rapidly descended, ready to swallow Peter whole.

"_This is one heck of a field test. Come on, Parker." _He closed his masked eyes and extended his two front hooves. Time was of the essence as the Hydra's mouth neared. "Just flick your wrist hard enough and-"

Immediately after following his own instructions, a strand of webbing shot out of the bottom of each hoof, sticking to the underside of the first Hydra's jaw. Spider-Mane swung out of harm's way, and the fourth Hydra wound up headbutting the third in the process. Peter released his webbing and landed on a nearby branch, laughing out loud at his accomplishment.

"Ha! It actually worked! Not having fingers ain't all bad, is it?" he said confidently before whimpering lowly. _"That was too close for comfort though. I'll stick to practicing with Twilight from now on." _Shifting his eyes back to the Hydra, Spider-Mane shook his head. "Before my luck runs out, let's finish this."

All four of the Hydra's heads recollected their senses and gave the red and blue clad pony a glare. The clumsy one of the group lunged at him, but Spider-Mane flipped overhead and latched a strand of webbing to the back of its head. Once he landed with the strand still attached to his hoof, the remaining heads attacked.

Spider-Mane jumped over the first head, rolled underneath the second, and stomped the third's snarling mouth shut before running over its head, all while dragging the fourth along for the ride. After the strand's stretch limit was reached, Spider-Mane looked back and found the Hydra in a tangled mess. All of the necks were looped around, under, and over each other, prompting every head to give Spider-Mane an embarrassed glare.

It attempted to stagger in his direction, but as if its sense of direction was tangled also, the Hydra stumbled about clumsily before it teetered over the edge of the cliff and fell into the waters below.

"Captain America, eat your heart out," Spider-Mane said as he trotted over to the edge of the cliff. He found all four of the Hydra's heads looking up at him still tangled. "Nothing personal, pal, but a big guy like you shouldn't be picking on a little zebra. That's bullying, and bullies rub me the wrong way. If I catch you doing it again, I'll tie your necks up Indian-style!"

Taking his words to heart, the Hydra turned and began to descend into the depths of the lake. Three of the heads carried a stern gaze, but the clumsy one peeked up at Spider-Mane, closed his eyes, and stuck his tongue out before it vanished from sight. The zebra walked next to Spider-Mane and gave him a warm smile.

"At first I believed you were playing a game, but now I see you are the real Spider-Mane. Thank you for your heroic deed, for needless to say, I was in great need," she said, her voice deep and firm.

Spider-Mane chuckled. "You're still rhyming? I wonder if you have a rhyme for everything. If so, what rhymes with orange? My life would be complete if you know the answer." What was a gentle breeze proved to be a great inconvenience for Peter. Wind brushed across his back, causing him to yelp out in pain. "I forgot that Hydra nicked me pretty good. Luckily it's just a scratch though."

The zebra's eyes shot open. She trotted over to Spider-Mane, placed her hoof on his shoulder, and inspected his wound closely. Unfortunately, her fears came into fruition much sooner than she had hoped when Spider-Mane's body fell limp and crashed into the ground. His body trembled as if ice covered his coat. Without a second thought, the zebra slid her head underneath Peter's unconscious frame until he was slumped across her back and rushed off into the depths of the Everfree Forest.

* * *

><p>Twilight shuffled through the piles of books scattered across the room. It had become quite rudimentary at this point, and reorganization was in the imminent future. She groaned inwardly, knowing it was her own fault.<p>

She had been so distracted with her new roommate that she had fallen behind on her own personal studies. Not to mention, Twilight had been spending her spare time researching for any information regarding the dragon that attacked the village, anything new about Discord, any sort of way to strengthen her Element of Harmony, and a possible way to return Peter to his own world.

Her head fell onto the table with a smack. It was all so much to look into at once, but for the sake of Equestria, Twilight had to press through. However, she continued to only find solutions that raised more questions than answers. Twilight swung her hoof in frustration, knocking over a stack of books.

"It's been a week, and I've found absolutely nothing!" she said, running her hooves through her slightly mangled mane. "I'm starting to think this is hopeless."

Her violet eyes shifted to the other side of the room where a book sat on a pedestal. Her thoughts ran while images of Peter in his pre-pony form flashed across her mind. That very book was the reason why Peter was in Equestria. She left the table and made her way over to the pedestal. Her horn sparkled, causing the book to open, but Twilight sighed inwardly, for the pages were now blank.

Since the summoning, the book's pages went blank for an unexplained reason. Twilight checked on the book everyday, hopeful the change was temporary, but so far, the information within the book refused to return. The most logical explanation was as long as Peter remained in Equestria, the book used to bring him would remain blank. However, without the original spell, there was no way for Twilight to return Peter to his home.

There had to be an alternative. There must have been. Twilight bit her lip and focused all of her energy into her horn. Maybe if she concentrated hard enough, she could restore the book to its former state. Sparks fell as her horn grew brighter. She opened one of her eyes and found a passage forming on the cover of the book, but her brow furrowed, for it was not what was written there before.

"The Tragic Tale of the Greatest Hero," Twilight read out loud before her horn shorted out.

The book fell from the pedestal, but the magical energy from Twilight's horn still enveloped it. Using her own magic, Twilight levitated the book from the ground and placed it back on the pedestal. The cover still displayed its new title, sending a wave of uncertainty through Twilight. Why had the book changed suddenly? She felt tempted to read it, but for all she knew, it was a spell waiting to misfire.

"Best to just leave it for now," she said, trying her best to ignore the thoughts in her head that suggested otherwise. "I can't just leave it. At the very least, I should make sure nothing's wrong."

Twilight lifted her upper body and used the pedestal to maintain her balance. Inhaling deeply, the mare held her breath as she opened the book. Once a few moments passed with no repercussions, Twilight let out a relieved sigh and turned to the first page. Her violet eyes widened at the passage that formed on the previously blank paper.

"Spider-Man is a hero destined to do great things. To the one who summoned him there, I want you to hear my tale. You may try to send him back home, but I assure you, it would be best for him to stay with you. If he comes back, I'm afraid his life would only be filled with more tragedy until it will eventually destroy him."

Twilight's brow furrowed.

"Before you send him home, please hear this tale. It all started with his first great mistake: Uncle Ben."

* * *

><p>Peter let out a groggy groan. His head spun like an out-of-control race car. He tried to force himself back up, but a hoof fell on his chest and gently forced him back down. A large pair of turquoise eyes stared at him from overhead, but he immediately recognized the zebra's striped coat and mane. Peter glanced off to the side, spotting all kinds of tribal relics scattered across the wall along with pots filled with various plants.<p>

"It is good to see you are awake, the antidote you needed was difficult to make. Poison from a Hydra is nearly lethal, so I had to go out on a herb retrieval," she said as a smile formed on her face. "I must admit, your recovery is extremely fast, very reminiscent to the one called Rainbow Dash. I'm just happy the Hydra's claws weren't sharper, don't you agree, Peter Pony Parker?"

Peter's eyes shot open. In his shock, he stumbled over the edge of the table and fell flat on his back, causing him to bark out in pain. Suddenly, a soft fabric fell over his eyes, but his shock only grew when he used his hooves to remove the clothing, only to find that it was his Spider-Mane costume. He glanced down at his clothless form and shot a wide-eyed glance at Zecora.

"Okay, I understand the whole 'stripping me down so you can treat my wounds' thing, but how the heck do you know my name, Ms. Zebra?" he said, taking a defensive stance.

She said nothing right away, but instead she peeked down and slid her hoof underneath the mask that rested on the floor. "You spoke it several times while you dreamed, so that is how I know the name in which you are deemed." She walked up to Peter and offered him the mask with her smile intact. "And to most I am an enigmatic aura, but to my friends, I am Zecora."

"I talked about myself in my dreams? Am I a narcissist or something?" He accepted the mask and finally allowed himself to smile back. "Sorry about my behavior a second ago. I thought you were a mind-reader for a second."

Zecora made her way across the room until she reached Peter's backpack. "I may not be a telepath, but I am aware of your current path. It is because of my friend, Twilight, that I know Peter Pony Parker is quite all right."

Peter's jaw fell. "Did I talk about her, too?"

"You did in your dreams, only a little, but she told me more about you, like how you call Rainbow Dash a skittle."

His brow furrowed. "So you already know Twilight? You two must be friends? Did she tell you about Spider-Mane? It's meant to be a well-kept secret."

Zecora shook her head before she lifted the backpack with her teeth. Once she placed it down in front of Peter, her large blue eyes met his brown irises. "Twilight is indeed a dear friend of mine, to this day we share tea many a secret is safe, for she did not spill, I had to learn your secret using my own skill."

Scratching the back of his head, Peter could only shrug his shoulders and place his costume into his backpack. _"She's pretty wise. Reminds me a lot of Madame Web actually. Well, if Madame Web was younger, taller, cuter... and a zebra."_He sighed inwardly. "Hey, Zecora. Do you think it's okay if you keep my identity a secret? I like to avoid extra attention if I can help it."

She smiled. "Your secret is safe with me, to that I can easily agree." Her smile vanished suddenly, as if a dark thought had come into mind. "I'm afraid we need to speak of an important matter, because if we don't, your heart will surely shatter. In your sleep you spoke of many terrible things, and I have a feeling you have endured them like many wasp stings."

"_Please, God, no. Don't tell me I-"_

She placed her hoof on his shoulder and offered a sympathetic look. "Your heart carries so much grief, if you simply talk to your friends, you may find relief. I will not pry, but I insist you give it a try. Guilt is overwhelming when it has grown, but I assure you that you will not have to face it alone. Whenever you are ready to open your heart, to seek me out would be most smart."

"_This is ridiculous! Now I'm whining in my sleep? My problems are my own, and I'm not going to drag anyone down with me." _His eyes widened at a late realization. _"Idiot! I forgot about Applejack! She's probably worried sick about me. I better find her and apologize before it gets too late."_

However, Zecora's words drifted over his mind like the sun piercing darkness. He admitted that a part of himself wanted to talk about his problems with his new friends, but his guilt wouldn't allow him to do something so selfish. It was one thing to worry himself, but he could never cause others grief for his sake. If anything, it'd be best if he just ignored these urges to talk. That would be the easiest thing to do.

Peter used his teeth to zip his bag up and very gingerly slid it over his shoulders, trying not to aggravate the gash on his back. "Sorry, Zecora, but I can't do that. Tempting offer but no deal. I like my new friends too much to bug them with my problems. Thanks for patching me up though. Try not to run into anymore Hydras if you can help it." Peter stopped in his tracks and placed his hoof underneath his chin. "Um... I'm no Harry Potter, just Peter Pony Parker. Now before it gets darker, I must make my... departure?"

Zecora closed her eyes, shaking her head inwardly at the colt's rhyme, but she offered him a smile, giving him her best wishes in the form of silence. As he left the hut and ran off into the forest, Zecora stole a glance at a small empty pot that rested next to the table where Peter previously slept. Some of its contents remained, but the majority had been ingested in his sleep. Zecora closed her eyes and sighed.

"I am sorry for my horrible deed, but I know you will soon be in need. I know you will not have the faintest clue, but I promise the truth serum I gave will only help you. Peter, I will be waiting for your return. Do not hate me, but this is a trial in which you must learn."

* * *

><p><em>"That wasn't weird. That wasn't weird at all. The Hydra? No, that was pretty normal. Zecora, on the other hand, reminds me too much of Madame Web. She's oddly cryptic, and what's with the rhyming? Seems like a lot of trouble to end every sentence in a rhyme."<em>

Peter jumped over a stump and suddenly felt something slip in his mind.

"_I would be lying if I said she wasn't cute in an exotic way though. She's pretty wise and a little on the tall side, too. I'll have to go back and hang out with her the next chance I-"_

"Wait. Whoa. What the heck am I thinking about?" Peter said, snapping his inner monologue. "Why did I just-"

"Peter Pony Parker!"

The voice echoed across the forest and sent a chill through Peter's spine. He hesitantly turned, but the color left his face when he saw Applejack galloping full-speed in his direction. The glare she bore was venomous enough to poison Peter again from a distance. He held his ground, hopeful the pony wasn't too upset, but that proved to be a mistake once his spider sense warned him of the danger approaching.

He raised his hoof in a weak protest attempt, only to be stampeded into the ground. As if the Hydra just ran him through, Peter struggled to get a grip on his bearings. However, a pair of hooves pulled him up, and before he could react, Applejack slammed her forehead against his, nearly knocking him unconscious again.

"I take it you're looking for me?" he said in a slur before a disturbing sight brought him back to reality. Tears slid down Applejack's freckled cheeks as her glare softened to worried gaze. "AJ... are you crying?"

The blonde slid her hoof across her tear-stained cheeks and wiped them clean. "Pete, what in tarnation were you thinking, running off by yourself into the Everfree Forest? That's just stupid!"

Applejack reared her hoof back, ready to strike Peter seemingly, but she only sighed and patted the pony over the him across the face. Peter's eyes widened at the girl's behavior. She rushed into the forest looking for him. They had only been friends for a week, but Applejack went out of her way to see if he was okay. His guilt resurfaced. In his pity party, he had caused a good pony a ton of grief.

His lips curled into a sad smile. "I'm sorry, AJ. I had a lot on my mind, and I didn't want to worry you."

"Well, congrats! You worried the hay out of me with that little stunt!" Applejack said, pushing Peter slightly. Inhaling deeply, she brushed the last of her tears away. "Partner, if something's on your mind, you can tell me. After all, isn't that what friends are for?"

Knowing that her words were true, Peter only nodded. While he was still adjusting to Equestria, he still carried all of the baggage he had at home. To pass his problems onto others was selfish, but making them worry over nothing was even worse. Like earlier, he felt compelled to talk to Applejack about what was on his mind, especially the matter concerning Gwen, and it was stronger this time, as if his entire being was egging him on to open up. Peter managed to resist the temptation, but he glanced back at Everfree Forest and smiled inwardly.

"_Not today, Zecora... but soon. I promise." _Peter turned back to Applejack and scratched the back of his head. "I'll make a note of that, AJ. I promise not to run off like that again." He chuckled sheepishly. "Just stop crying. Cute girls should never cry." His eyes shot open. _"Dude! You said that out loud? Are you losing it?"_

Fortunately, he couldn't dwell on his words for long. Applejack giggled and gave the colt a friendly wink. "Well, cute fellas shouldn't be running off. Just know you owe me, Pete. Now come on. Twilight's probably worried sick about you."

The blonde turned, prompting Peter to follow, and the pair made their back into Ponyville.

"So what do I owe you exactly?" Peter said, earning a kick to the side from Applejack.

She winked. "I'll be sure to let you know."

* * *

><p>"...and ever since that day, Spider-Man swore to uphold his uncle's saying, 'With great power comes great responsibility,'" Twilight said, trying her best to choke back her growing tears but failing miserably. "But to this day, he refuses to forgive himself for what happened to his uncle. I do not want him to return, not with his heart so heavy with grief. If you have the strength to continue reading, please remember the tale of Gwen Sta-"<p>

The door downstairs opened, causing Twilight to slam the book abruptly. She left it on the pedestal and found Peter at the bottom of the stairs with a smile on his face. However, as if her mind had left her body, Twilight trotted downstairs, and before Peter could respond, she rubbed the side of her head against his cheek affectionately, earning a baffled stammer out of the colt.

"Uh, Twilight? Did I miss something?" he struggled to say, his face matching a shade of crimson. A lovely scent poured into his nostrils, only adding to his struggle. "You smell nice by the way." His thoughts screamed. "_What in the name of all that is sane is wrong with you, Parker?"_

Finally coming back to her senses, Twilight's eyes shot open before she stepped away from Peter. Her cheeks burned with embarrassment. How could she have acted so silly? She just read about his personal life. Twilight felt sorry for Peter, but it didn't change the fact that she had invaded his personal space and peeked into his secrets, _both _without his permission even. Shaking her head madly, Twilight, placed her hoof over her mouth and cleared her throat.

"Sorry, Peter. I was just happy to see you. You've been gone all day. I was worried," she said rather forcefully.

Luckily, the moment seemed to have flown over his head. Peter shrugged his shoulders and smiled lightly. "Well, if I didn't know better, I'd say you were quite bored without me."

"Quite the contrary. I managed to get quite a bit of work done today. You weren't here to distract me after all," she said, cringing right after. **  
><strong>**  
><strong>Her lies were absolutely horrible, and anypony with a brain could see right through them. However, Peter was still oblivious, only responding by collapsing on the couch that had grown to become his bed. Twilight thanked Celestia for her roommate's dense nature and closed the door to the room where the special book rested. She would read more of it at a later time. For right now, all she wanted to do was talk with Peter and ease his mind.

"How was your day by the way?" Twilight said as she placed her flank on the end of the couch where Peter's lower hooves rested. She smiled at his resting form. "Tell me everything."

With his eyes closed, Peter steadily drifted off into dreamworld. However, he knew Twilight was with him, so he tried his best to delay the trip for as long as possible. "I got my costume back and talked to your friend, Zecora." Unfortunately, his mouth was not ready to stop. "Oh, and I fought a Hydra today. Even got poisoned."

Peter's thoughts groaned. "_Oh, sweet heavens. Tell me you didn't just-"_

Twilight jerked Peter around and snapped, "You did _what_?"

As the unicorn scolded him into oblivion, Peter's mind could only dread the incoming future. At this rate, if the dragons and ponies didn't kill him soon, his blabbermouth would.


	8. Revelations

_**Chapter Eight "Revelations"**_

Rarity, doing her best to multi-task, slowly moved the fabric underneath the sewing machine's needle while she gave affirmative nods in between Twilight's statements. Once the clothing was threaded together, Rarity used her magic and brought the cup on the table to her mouth, allowing the unicorn to take a sip of the cold content without needing to leave her spot. Twilight's rant behind her continued to grow in volume, forcing Rarity to turn away from her design and blankly stare at her friend.

"I do believe you are overreacting," she said at the sight of Twilight literally pacing a hole into her floor. "So Peter ran into some trouble yesterday. We should be grateful. If he hadn't, there's no telling what would have happened to poor Zecora."

Twilight stopped in her tracks and shot a glare at Rarity. "That's not what I'm angry about. I'm happy Peter saved Zecora, but I'm upset that he didn't consider the possibility that his powers could have failed. He rushed in blindly. That wasn't brave. That was stupid!"

"The heroic types _are _unusually daring, but this is hardly surprising. He fought a dragon without so much as a second thought, and may I add that dragons are far more intimidating than Hydras in terms of size and ferocity?"

"He was poisoned. What if it was just a normal pony instead of a trained herbalist? Peter wouldn't have been treated and could have-"

"Well, let us thank Celestia for placing circumstances in his favor. Surely he's used to the danger. After all, didn't you summon Peter here specifically to deal with a dangerous situation? It seems to me you're backpedaling, dear."

Twilight resolved herself to keep her words mature than responding with a childish 'no, I'm not' argument. Rarity's words were in fact true, which only added to her frustration. Peter was regarded as 'the greatest hero' in the book, but Twilight acted as if he was just another pony. Despite his heroic background, Twilight learned that was the very case. Perhaps it was childish, but Twilight only wanted to believe she was looking out for Peter as a friend.

Rarity, noticing the troubled look in Twilight's eyes, giggled softly. "Ah, so that's what it is. I think you're taking a liking to the young stallion."

"What? I... No, of course not! I mean..." Twilight stumbled for words, unsure whether or not Rarity's accusation was fairly accurate. "Of course he's my friend. I just..." She looked off to the side and flushed red. "...forget it. I'm going to go back home."

Nodding her head, Rarity shifted her attention back to her sewing. "If that's how you feel, I can not force your hoof." The unicorn shrugged her shoulders. "You're not very good at lying, dear. There's no shame in admitting you like Peter. The fellow _is _quite charming."

"I'm _leaving_, Rarity," Twilight exhaled as she neared the door, trying her best to tune out her friend's accusation. However, before she could progress any further, Peter's backpack fell next to her side, causing Twilight to turn her head back to Rarity. "What's that?"

The glow in Rarity's horn subsided. "I went ahead and patched Peter's costume back together. When you see him later, make sure to tell the oaf to be more careful next time. I shudder to think if this kind of fiasco were to happen daily."

Twilight's brow twitched involuntarily. "He was here already?"

"Yes, but you needn't worry, darling." The snow white unicorn's lips curled into a coy smile. "After that little stunt he pulled yesterday, I, too, felt he didn't need to do anything stressful and sent him away to the spa."

"What makes you so sure he'll go along with it?"

Whipping her mangled locks to the side, Rarity's smile remained intact. "Trust me, dear. He's in _very _capable hooves."

* * *

><p>Peter stood with an exasperated look in his eyes. The fresh scent of assorted creams filled the room, and the sight of ponies with towels wrapped around their bodies served as a nagging distraction that was nearly impossible to ignore. Even in his new body, one thing was clear: Peter was the only male within the vicinity. He felt the stares of the mares around him, some amused and others bewildered, but managing to keep his inner man in check, which was pathetically easy to do, Peter stayed in line and waited to be seated.<p>

Rarity was paying for this, and his body aches from yesterday made it difficult to decline the offer. Even with these circumstances, Peter wanted to find a reason to slither out of the door. He could have come up with an excuse along the lines of 'I couldn't find the place', but Rarity must have sensed his plan and left a little insurance in the form of an escort named Fluttershy.

The yellow Pegasus stood next to Peter with her ocean blue gaze fixed on the ground, causing him to sigh inwardly. With his costume in Rarity's possession and Fluttershy by his side, Peter knew he was defeated and forced to endure this trial.

"_Green Goblin, Doctor Octopus, and all of you psychopaths would want to play hockey with my skull, a single pony did what you all couldn't do, and guess what? She's a fashion designer!"_

"Um..."

Fluttershy's soft voice pierced Peter's train of thought and brought his eyes to her lowered frame. Her bright pink mane hid the majority of her face, namely from Peter's point of view, but her eyes met his before they fell back to the ground.

"Are you okay? You're not really talking," she said in a whispered tone before her head turned away and body drooped even lower to the ground. "I'm sorry if I'm bothering you."

His eyes widened as a pitiful smile formed on his face. "You're not bothering me, Fluttershy," he reassured, placing his hoof on her shoulder. "Believe it or not, I've never been to a spa a day in my life. This is just a little awkward for me." He rolled his eyes. _"More awkward than the time I was pulled into an alternate dimension full of ponies? You bet."_

Once Peter removed his hoof from her shoulder, Fluttershy stood up to match his height and managed to hold eye contact for a few moments. "You've never gone to a spa? Oh, my. You're missing out. The sauna and massages do wonders for the body," she said, the tone in her voice heightening by the word. She barely managed to stifle a giggle but couldn't contain her smile. "It's a good thing Rarity appointed us with the full treatment. It'll be so much fun!"

Peter instinctively gulped. What was fun for girls was usually boring for boys, which was more than enough of a reason for Peter to run while he had a chance, but the aches running through his body pleaded for a chance at some leisure time. Besides watching the smile on Fluttershy's face easily showed how happy she was, and what right did he have to shatter it. A little pride could be sacrificed to keep her happy.

He raised his brow. "So what's first on the list?"

* * *

><p>Twilight walked back into her abode with Peter's backpack over her shoulders. Rarity was especially quick and thorough in the costume's repair, namely so she wouldn't lose any time working on Peter's formal wear for the Gala. With the entire day ahead of her, Twilight tossed the backpack over on to the couch and made her way to her library. Books were still scattered about, causing her eye to twitch involuntarily.<p>

Given it was still early in the morning, Twilight expected Spike to have at least started reorganizing by now. She turned and inhaled, ready to call Spike from his slumber, but her words stayed in her throat once her violet irises found the book on its pedestal from last night. The memories of what she read were still fresh in her mind, from the spider bite that gave him his powers to the day his uncle was killed. Twilight shook her head madly and turned away from the book, desperate to ignore it entirely.

"It's an invasion of privacy! I can't just keep peeking into his personal life!" she said before the book glowed with magical energy. It levitated across the room until it dropped in front of Twilight, causing her to yelp. Once the energy disappeared, she furrowed her brow and used her magic to take the book back to its original position on the pedestal. "I don't understand. Why is the book revealing Peter's life to just me?"

The unicorn stared at the book for several moments, unsure of the course of action she should take. Obviously, destroying the book was out of the question since Peter was connected to it, and the outcome could turn out either harmless or catastrophic. Her choices were limited. Twilight could continue to read, perhaps finding the reason why the book had changed so drastically, but it may have been a spell misfire waiting to happen.

Sighing outwardly, Twilight opened the book, flipping through her previously read pages until she happened upon her desired location. She closed her eyes, shame sinking in, and shifted her head away.

"I can't. This is-"

Her protest was cut short once the book's glow returned, brighter than before. Newly formed words began to write along the page, causing the young girl's eyes to widen. The words continued to form, prompting the girl to force the lump in her throat down and read the message.

"I sense your doubt, young one, but please read this tale. What you have read was only the beginning of the hero's tragic life."

Twilight's eyes softened.

"After the death of his uncle, Peter went on to uphold his saying 'With great power comes great responsibility'. However, his resolve was weakened when his first true love, Gwen Stacy, was killed..."

* * *

><p>Peter's mane drooped over his face, and it was fortunate since his eyes threatened to roll into the back of his head. As he rested on the bed, a mare ran her hooves across his back and shoulders, sending waves of pleasure through his mind. She pressed down, mindful to be firm yet gentle, and rubbed out the knots etched into his muscles. Once a content sigh escaped from Peter, a smile formed on her face.<p>

"You poor thing. You must work yourself to the bone," she said, amazed with the level of tension in his body. She grabbed his hind leg and pulled it back, but Peter, in the midst of his ecstasy, had not paid it any mind. The mare continued until Peter's leg touched the back of his head, and she held it in that position for several moments. "It's odd. You're the only colt I've ever seen with this much flexibility despite the muscle tension." She smiled. "What's your secret?"

"Spider bite," he said bluntly, causing the mare to raise her brow. She readied to ask what he meant, but somehow and some way, Peter had fallen asleep in his awkward position.

* * *

><p>"...the Green Goblin tossed Gwen off of the bridge. Using his webbing, Spider-Man managed to catch the girl, but once he pulled her back up, a horrible realization was made: Gwen Stacy was already dead. Even though evidence suggested that Goblin had already killed her, Peter believed he, himself, was responsible. His guilt reached a new level of height, crippling his mind and weakening his heart."<p>

Fresh tears poured down the side of Twilight's face.

"The next day, the Bugle labeled Spider-Man as a murderer. He continued to protect the streets of New York, but with the citizens distrusting him, the police firing at him on sight, his personal life falling apart, Peter began to doubt his abilities as Spider-Man. However, he stayed the path of the hero. It is with my greatest sorrow that I tell you the greatest and final tragedy that will happen to young Peter."

Brushing her hoof across her eyes, Twilight shifted her sight to the next passage, but her heart nearly sunk into her stomach. Her breathing grew shallow.

"Hear my tale. This is how Spider-Man's life..." Twilight said, pausing to steady her heartbeat. "...will end."

* * *

><p>Steam filled the entire room, and the temperature continued to rise. Only two ponies were in the room, but they seemed quite comfortable with the atmosphere. Fluttershy rested on her stomach over the long seat with her wings stretched out, allowing every pore in her body to open. She peeked to the side, finding Peter just a few feet across from her on his back with a grin on his face.<p>

"How are you feeling, Peter?" she asked, her drenched mane obscuring her vision slightly.

Peter stretched his limbs overhead. "Sweaty but never better."

It felt as if every bit of his troubles were melting away. While his healing ability helped him recover from all of his physical endeavors, it couldn't take away the pent up mental stress of the endless heroics along with everything else he juggled. For the first time in ages, Peter was not thinking about Spider-Man (or Spider-_Mane_ in this sense), what school assignments he may or may not have forgotten, how far behind on rent he was, what new degrading word the Bugle labeled him as, or how will he find a way to screw up in Equestria.

"You know, Fluttershy," he said, softly breaking the silence in the room. The yellow mare murmured gently, signaling to Peter he indeed had her attention. "At first I wasn't too sure, but I think I'm starting to like this."

Her drenched mane stuck to her face, forcing Fluttershy to brush the majority of it behind her ear. "I just knew you'd love the spa. I'll talk to Rarity and make sure you come with us from now on," she said, turning her head to face Peter, whose gaze was fixed on the ceiling.

"I wasn't talking about the spa," he bluntly replied, shaking his head. Hurt filled Fluttershy's eyes, but once soft laughter escaped from the colt and echoed against the walls of the wooden room, they softened back to content. "I would like that though. The masseuse's hooves were made of heaven. You really think it'd be okay if I tagged along with you and Rarity from now on?" His mind sighed, remembering the mare's touch well. _"Seriously, I didn't think massages were physically possible without- you know- fingers."_

"I think Rarity will be okay with it. At least, _I'm_ okay with it," she droned off, looking away in embarrassment.

Her eyes shifted back, awaiting a look of disapproval on Peter's face, but instead, she found a warm smile underneath his half-closed eyes.

"Yeah, I'm definitely liking this," he said before closing his eyes completely, unaware Fluttershy's body temperature was a bit higher for some reason.

* * *

><p>The book remained open, but its final pages had been read. Twilight sat with her hoof on the pedestal, clinging to it for support. She had been in this position for several moments, quite evident by the puddle of tears on the floor by her other hoof. Her head ached, not only from her prolific crying, but mostly from her mind having to absorb so much information at once. Peter, the greatest hero, was to meet with a premature end at the hands of a group called the Sinister Six.<p>

Twilight tried to settle her nerves, but her heart continued to ache, numbing the rest of her body to a severe degree. Instead of finding happiness, despite all of his sacrifices and personal drama, Peter was destined to die a lonely death. To make matters more unnerving, it was supposed to take place two months from now. Peter, the goofy idiot, that had become an ideal friend of hers in his short time in Equestria, was going to die if he went back home.

It was surreal. Everypony finds happiness in their life, but Peter was destined to be the exception despite deserving nothing short of the best for everything's he given.

Not prepared to accept the words written out to her, Twilight forced herself from the ground and used her hoof to wipe away any remaining tears from her stained cheeks. Propping herself against the pedestal, the unicorn stared at the book for what seemed like an eternity, but as if it heard her silent pleas for an answer, a new passage formed on the page. However, unlike the time before, the magical energy around the book was dim, a sign the new spell was weakening, and to confirm her fear, the new passage as well as the rest of Peter's life story began to fade away.

Twilight cried out, using her magic to keep the spell alive, but a surge ignited, causing her horn to short out. Time was a factor, and she knew there was nothing that could have been done to stop the disappearance. Forcing the lump in her throat down, Twilight followed along with the final passage.

"Probably now, my tale is coming to an end. If you are still with me, I thank you. Spider-Man is destined to do great things. It is not supposed to be here however. With a new life comes new challenges, and I know he will persevere. Please, give him the second chance he deserves."

The book itself began to disappear, forcing Twilight to squint her eyes to read the see through words.

"Should Peter find out about this, tell him... Madame Web will be..."

"...watching," Twilight finished before her hoof fell through the spot the book used to be. The book transformed into sparkles before they scattered across the room.

For better or for worse, the book used to summon Peter was now gone, as was any chance of him returning home. So much had happened, and Twilight was the only witness to what had transpired. She wanted to tell some pony, but her heart screamed for an ounce of decency, knowing it was wrong to reveal such personal demons without permission. Peter was the first choice, since he was the center piece, but Twilight's stomach curled into a knot.

There was a good chance Peter would hate her for her intrusion of privacy and destroying his only way home. Her tears returned, pouring from her eyes like water would from a fountain. Twilight's sobs filled the room as she curled on to the floor and pulled her tail up, allowing the mare to bury her face within the silky cushion.

She wasn't Peter's friend. She was his worst enemy.

However, she could not cry for long. A hoof brushed her mane back and rested it behind her ear, bringing Twilight's teary gaze to meet a concerned Peter.

"Are you okay, Twilight? What happened?" he said, his voice filled with concern.

The mare tried to force herself up, but her strength had abandoned her, causing her to fall face first into Peter's chest. She pressed her hooves against his chest, trying her hardest to push herself away, but her emotions were too distraught. Once Peter's hoof fell on her shoulder awkwardly and slowly pulled the mare into an embrace, Twilight began to sob uncontrollably, burying her face into her friend's coat.

"I don't know what happened, but I'm here for you," Peter whispered, causing Twilight to pause for a moment. He smiled. "Because we're friends, right?"

Her sobs returned, stronger than before, and in the midst of it all, Twilight could only bring herself to say one thing repeatedly until her voice gave away.

"_I'm sorry, Peter. I'm so... so... sorry."_


	9. Life of Guilt

_**Chapter Nine "Life of Guilt"**_

The sun rose above the horizon, blessing the land with its light and warmth. Twilight shifted in her bed and slowly opened her eyes. Her mane obscured some of her vision but proved handy to block some of the sun's rays from striking her still adjusting sight. She rolled over to her side, turning her back to the light, and placed her hoof over her mouth to stifle a yawn. Brushing her mane from her eyes, Twilight groaned once she learned it was barely daybreak.

Last night's event flashed across her mind, causing the mare to frown slightly. In her emotional state, she must have fallen asleep without realizing it. Her violet eyes shot open at a late realization. The bed sheets and blanket were carefully wrapped around her body with great care, and considering she was last downstairs, it stood to reason that Peter tucked her in.

Forcing herself from the comfort of her bed, Twilight paused, careful not to wake Spike from his slumber, and quietly made her way downstairs. Each step was a slow and steady one, causing very little noise, but eventually she reached to the doorway at the bottom. The inside of her mouth grew dry all of a sudden, a clear sign of her immense nervousness. Biting her lip, Twilight pressed onward into the room until she reached the couch where Peter usually slept.

A star-patterned blanket covered the entire sofa as well as Peter's body with the exception of his head, which hung over the arm of the couch. His short mane fell over the side of his face, hiding Twilight from Peter's view, but once she was close enough, her heart nearly jumped out of her chest once it was clear he was still awake. In her panicked state, Twilight ducked behind the couch, albeit rather clumsily, pulled her tail up to her chest, and held her breath, mentally praying Peter had not noticed her.

"_Why is he still awake?" _she pondered, clutching her tail tightly. _"Could he not sleep, too?" _She began to rock in place. _"Is it my fault?" _Her heartbeat sped to keep with her racing mind. _"Of course it is! I should have stayed in bed..."_

For all Twilight knew, her behavior from last night left Peter troubled, explaining why he was awake at such an early time. Her own guilt deepened at this thought. Twilight was notoriously known for not being the best when it came to keeping secrets. For Celestia's sake, she could not keep quiet about Spike's very well-known crush on Rarity, and the sheer idea of trying to keep her revelation about Peter's past to herself was too much to handle. Right now, Twilight wanted to come clean and talk to Peter about what happened, but it was unclear whether he was in the mood for conversation or not.

She shook her head. _"This was a bad idea. I should just wait until-" _Her words fell into her throat once a hoof tapped her horn gently, causing the mare to look overhead and find Peter blankly staring at her. "Pe... Pe... Pe..." she stuttered, her mind struggling to form words.

"Bathroom's that way if that's the case," Peter said, pointing his hoof to the opposite end of the room.

Inhaling deeply, Twilight forced the lump in her throat down and held her hooves up defensively. "I'm sorry, Peter! I didn't mean to disturb you!" she hastily replied, unaware of the flush that had consumed her face. "I just..." she paused, turning her gaze away to avoid his, "...couldn't sleep."

Silence filled the room, adding on to Twilight's anxiety, but Peter's soft laughter lightened the atmosphere. The colt pulled the blanket from the top of the couch and wrapped it around his body before he slid to the end of the sofa, motioning for Twilight to sit alongside him. What used to be a mild flush turned into an intense blush, the stain on her cheeks going from pink to crimson, but Twilight steadied her nerve and accepted the gesture.

A chilling breeze seeped through the door and brushed against her coat, causing the mare to shiver involuntarily. Suddenly, something warm fell over her shoulders, shielding her body from the chill in the air, and Twilight's eyes widened once she recognized the cloth as the blanket Peter was using a moment ago. She snapped her head in his direction, ready to protest, but the colt held his hoof up and smiled.

"It's okay. I couldn't sleep either," Peter said, causing Twilight's demeanor to soften. "Been doing a lot of thinking. Well, a lot more than usual, I mean."

A twinge of guilt pulled with her chest, prompting Twilight to place her hoof over her heart. Luckily, the blanket around her body hid this action from Peter's viewpoint.

"Was it because of me?" Her gaze fell to the ground.

Peter shook his head. "No, not at all." He scratched the back of his head before his hoof clumsily fell on Twilight's shoulder. Once she brought her head up at the hint of contact, Peter quickly removed his hoof and stammered, "You're feeling better though?"

Closing her eyes, Twilight nodded slightly. "A little."

The pair sat in an awkward silence for a few moments, but if their thoughts could have been heard, two separate arguments might have awoken any pony within their vicinity. Twilight hounded herself for coming downstairs to talk to Peter when something was already on his mind, and Peter slammed himself for trying to talk about his troubles to an emotionally distraught pony. However, Twilight did not want to be selfish, considering what she had already done, and decided to speak first.

"Why were you awake then?" she asked, hoping to divert all attention from herself.

Peter's mind grew fuzzy. For the past few days, he's felt inclined to talk to somepony about his troubles. Back at home, he didn't have anyone to share his secrets with, and that ended up destroying several friendships. In Equestria, several ponies already knew his biggest secret and proved to be the utmost valuable friends, but a large part of himself felt if he were to tell them about Uncle Ben and Gwen Stacy, the bonds forged would crumble horribly.

Not wanting to lose his friends just yet, Peter readied to speak, but his eyes widened as a tingling sensation coursed through his chest. "I just wanted to talk to you about something personal, Twilight," he said blankly. His mind screamed for his mouth to stop, but it tuned out his thoughts and continued. "I've been thinking about this for quite some time. I'm afraid if I tell you this..." he held his breath in a weak attempt to stop, but he quickly exhaled, "...you'll end up hating me."

As the tingling continued to grow within his chest, Peter's mind drifted. _"What the heck just happened to me?"_

Twilight's lips curled into a warm smile. "I could never hate you, Peter." She looked away slightly. _"I think you'll end up hating __**me**__ instead."_

"Do you mean that?"

"How could I hate somepony as selfless as you?" Twilight edged a bit closer to Peter with her smile intact. "Of course I do. Why would you think otherwise?"

"_Shut up, mouth. Don't you say any more-" _Peter shifted his eyes to meet Twilight's, nearly drowning in her warm violet gaze. "Because you'll see I'm nothing more than a failure." His thoughts screamed with all of their might. _"Why can't I shut up?"_

Twilight continued to move closer to Peter. "I'd never think badly of you. After what you've done for us in your short time here, I already consider you a true hero," she said, pausing to share her blanket and slide it over his shoulders, "and a great friend." Her lips curled into a sad smile. _"It's just as the book said. Despite the countless sacrifices he makes, Peter always worries about what others think."_

The temperature around the pair rose slightly. Peter stole a glance at Twilight as she shifted underneath the blanket. Since the start, Twilight and her friends proved to be more human than the people back at home with their acts of honesty, generosity, and companionship. They gave a great amount of trust by accepting him, an outsider, into their world, and though Peter gave them his identity in return, it was about time he returned the trust in full. The nagging pull in his chest tightened as if it agreed with this motion.

"_Your heart carries so much grief, if you simply talk to your friends, you may find relief. I will not pry, but I insist you give it a try. Guilt is overwhelming when it has grown, but I assure you that you will not have to face it alone. Whenever you are ready to open your heart, to seek me out would be most smart."_

"I feel like I'm going to regret this, but right now, I feel like I can tell you anything, Twilight," Peter said honestly, wishing he could mute some of his words.

Her eyes widened. "Really?" Twilight turned her head, unaware Peter was still looking down at her, and accidentally brushed her snout against his own. The mare shot back, nearly falling from the sofa, but despite the crimson stain on her cheeks and excelling body temperature, Twilight recollected herself. "I'm happy to hear you feel that way," she forced out, mentally cringing at the remembrance of the book. _"You shouldn't trust me though."_

"So I need you to come with me to Zecora's later today," Peter said, breaking Twilight's train of thought. The mare looked at him questionably, but the colt placed his hoof on her shoulder for reassurance. "I know it's weird, but I'll explain everything then, okay? For now, just trust me."

It was an odd request indeed, but Twilight did not doubt Peter for a moment. After the book incident, she wouldn't mind going along with this request, and Zecora was very wise, meaning she might have learned something about Peter during their encounter with the Hydra. Twilight finally nodded and smiled, giving her approval.

"That's perfectly fine with me," she said sweetly, earning a relieved chuckle out of Peter. Twilight surrendered her half of the blanket, missing the warmth it brought instantly, and left the comfort of the sofa. "We should both get some rest then."

"Hold on."

Peter's words were stern and swift, causing Twilight to stop in her tracks. A great hint of seriousness could be seen in his eyes, and Twilight felt the strength in her muscles diminish the longer she stared into them. Beads of sweat ran down from her forehead. Paranoia seeped in, and it only worsened once Peter hopped from the couch.

"_Does he know what I did? How could he possibly know about the book?" _Twilight's eye twitched involuntarily. _"Could he have looked for it while I slept?" _Her ear twitched alongside her eye. _"He's going to hate you, Twilight! Loathe entirely! And guess what? You deserve it!"_

"Twilight..." Peter called out from behind, unknowingly sending Twilight even further into a mental upheaval. She slowly turned her head, but instead of finding anything reminiscent to an accusing glare, Twilight found a warm gaze matched with a kind smile. "You listened to my problem. Isn't fair that I listen to yours now?"

"_Oh, he doesn't know?" _Twilight placed her hoof over her mouth and cleared her throat. "Well..." was all she managed to say before her thoughts intervened. _"You can't tell him! He'll hate you if you do! Just wait until after we go to Zecora's. He'll be more likely to forgive you when there's less on his mind. That way you won't be labeled a horrible pony by Peter **and **Princess Celestia!" _The twitching spell moved to the side of her mouth, leaving the mare to carry an uncomfortably forced grin on her face. "There's no need. I'm feeling much better!" Her head tilted to the side sharply. "See?"

Peter stepped back with his brow furrowed. "Maybe it's just me, but it really doesn't seem like you're okay."

"Oh, I'm great! More than great! It's not like I did anything that'd make you hate me forever, right?"

"...what?"

Twilight slapped herself mentally, but it seemed her twitching ears were the physical form of that representation. "Exactly! We should get some sleep! Bigdayatzecora's!" she said too fast for her tongue and brain to match. "Well, good night!"

"Twilight..."

"What about the book?" Twilight bit her lip and shook her head madly. "I mean, yes, Peter?"

Peter, oblivious to the mare's erratic behavior, closed his eyes and exhaled softly. "When we go to Zecora's, there's one other pony that should come, too." He opened his eyes, knowing the chance he was about to take. "I owe her a _big _explanation."

* * *

><p>"All right now, ya'll. What in the hay is going on?" Applejack asked, staring questionably at Peter. "You've been acting awful strange lately, Sugarcube. What's wrong?"<p>

"I know, and I'm sorry, AJ. Everything will be explained shortly," Peter replied, earning a baffled expression from the blonde. He turned back to Zecora, who was in the midst of mixing a bowl of assorted herbs and substances, and offered an apologetic smile. "Thanks for seeing me on such short notice. I would have called and signed for an appointment, but you don't have a line I can reach. You should totally open up a hotline or something."

Once she was done mixing, Zecora smiled back at the colt. "It is my pleasure to see you again, I was worried you may have tried to resist your mental strain. To bring your friends is a sign of trust, and I am happy you are willing to adjust." She slid her bowl over to Peter. "First you must ingest this, back in my home, it is called an 'honest kiss'."

"It's as if you knew I'd come back. You sure you're not a mind reader?" He stared at the bowl intently. _"Or Madame Web's counterpart?" _After a quick sniff of the mixture, Peter ingested the contents, groaning right after. "Doesn't exactly taste like a salad. What's it supposed to do?"

Zecora closed her eyes, but before Peter could ask a question, a hot wave coursed through his chest and rushed into his mind, sending Peter into the depths of subconsciousness. However, in the physical world, he stood still as his eyes glazed over to a shade of gray. Twilight rushed over, unsure of what was transpiring, but Zecora raised her hoof to both stop and silence the unicorn before she could speak.

"Do not fret, this was to be expected, if you are his friend, then his wish must be respected." Zecora lowered her hoof and made her way over to Peter until they were inches apart. His gray irises shifted, acknowledging the zebra's presence Zecora nodded and gently placed her hoof on his shoulder. "Peter, a lot has been on you mind, tell me everything, if you would be so kind?"

Applejack inched closer to Twilight, whose lower lip quivered in fear, and gave the mare a firm, reassuring pat on the back. Peter shifted his eyes in the pair's direction, sending a wave of uncertainty through their hearts, but they paused when sadness filled his eyes, matched only by the grim frown on his face.

"I made new friends in my time here. Great friends. But I know if you found out the truth about me, I may lose those new friends. My name is Peter Parker..." he said somberly before he gazed up at the ceiling. "...and I am a horrible person."

* * *

><p>A light tune echoed inside of her head. Pinkie bounced from one spot to the next, spreading decorations across the room. The party favors were scattered accordingly. The punch bowl was primed and ready, filled with the tastiest juice she could find. The record player was plugged in, ready to play an assortment of her favorite tunes and whatever sounded catchy. There were a couple of things missing, but she still had time to prepare. Her ocean blue eyes widened once a realization came into mind. She slid underneath the table that the punch bowl rested on and retrieved a small box. Holding it delicately to not damage the precious cargo inside, Pinkie stole a peek inside.<p>

A giggle escaped from the mare. "I just know Peter'll love this." She closed the box and continued to bounce around the room with renewed vigor. However, she accidentally stepped on a custom made confetti gun, sending its material all around the room. However, her upbeat demeanor remained undeterred, evident by the growing volume in her giggling. "He's _long _overdue for a Pinkie Pie welcome party!"

* * *

><p><em>My life is what any sane person would call complicated, but it wasn't always like this. Actually, things were relatively simple. I was but a geek who lived with his aunt and uncle in Queens. The only thing odd in my life were the days my gorilla-ish bully, Flash Thompson, didn't give me a swirly <strong>and <strong>a wedgie before stuffing me ever so comfortably in a locker. Other than that, things were normal._

_Until that day at the science exhibit..._

_The expo we went through had a whole room full of spiders, some even genetically altered and enhanced. I separated from my class for a moment to take some decent pictures for the school newspaper, and I was too focused on that to notice one of the spiders had escaped from its cage. With one bite (an incredibly mean one, mind you), he made his presence known, but I just flicked him away, thinking it was just a minor inconvenience. _

_Boy, was I wrong._

_I woke up the next morning, and I couldn't believe my eyes. Seriously. My vision was cleared all of a sudden. No. It was perfect even! I didn't need my glasses anymore. If that wasn't enough, one look at the mirror and I find my scrawny frame with an athletic one. I was so much stronger, and I could scale walls with ease. Then, there was the alarm in my head that went off whenever danger was nearby. It was beyond weird, but I'd be lying if I said I didn't like the changes._

_Unfortunately, I was turning into something ugly in the process._

_I was always a wallflower to everyone. With these new powers, I had the ability to change that. It took some doing, but I become a showman to win contests and make some cash. To make my act even better, I created my costume and web-shooters to give the folks something to talk about. Spider-Man became a hit, but my head swelled with the success._

_It came back to haunt me in the worst way._

_After one night, my promoter cheated me out of my usual pay, and I was left fuming. Not too long afterward, he was robbed, but I didn't think it was my problem. The guy had it coming. The thief was on the run with a cop right behind him. If he made it to the elevator, he would have gotten away clean, but I was the only thing standing in his way. With my powers, I could have made mincemeat out of the guy. The cop yells at me to stop the guy, but I was arrogant._

_I let him get away._

_It wasn't my problem. Why should I care? On my way home, I saw a group of people in the middle of the street. They seem troubled. I don't know why, but I had a bad feeling. Cops were parked nearby. I rush through the crowd, and I find out something terrible had happened. Someone had carjacked and killed my Uncle Ben. I was angry. Furious. I couldn't let this go unanswered. Luckily, I heard the cop's radio go off, explaining where the burglar was. I changed into Spider-Man and quickly found him before the police could, but it was here that I found out who he was._

_The burglar who killed my uncle was the _**_same_ **_man I didn't stop earlier that day._

_It was my fault. My uncle died because I didn't step in when I had the chance. I was a punk who needed a reality check, but I wish Uncle Ben didn't have to be the one to pay the price. I'll never forgive myself for that. The least I can do is honor Uncle Ben's memory. That's how I became to be who I am. _

_With great power comes great responsibility._

_It wasn't easy. The college life was expensive, and I needed a way to maintain myself financially. As luck would have it, the Daily Bugle, the city newspaper, wanted pictures of Spider-Man, and I was just to guy to get the close-ups no one else could. Unfortunately, the guy in charge of the stand, Jay Jonah Jameson, hated Spider-Man with a fiery passion. After I would stop a bank robbery, he would say I was actually robbing the place, or whenever a local baddie went on a rampage, Jameson would always assume Spidey was in cahoots with said baddie._

_I don't know what was worse- Jameson telling the lies or the city believing the lies._

_I couldn't quit the job. No one else would hire me, and money was becoming a problematic issue. It really didn't help Jameson was a jerk who barely wanted to give minimal wage, let alone decent dough for pictures of Spider-Man. I guess you can say Peter Parker is Spider-Man's worst enemy. It didn't matter as long as I knew I was doing the right thing. That doesn't mean it didn't suck though._

_Finally, there was a positive._

_I met someone in college. She was gorgeous _**_and_ **_noticed a wallflower like me. Her name was Gwen Stacy, probably the cutest blonde I ever met back at home. You actually remind me of her, Applejack. The blonde hair, green eyes, upbeat attitude, and sweet nature are things you two share in common. The two of us started dating, and for the first time since Uncle Ben died, things started looking up again._

_But, as my luck would have it, the good life came to a screeching halt._

_Gwen's father, Captain Stacy, of the police unit was killed in action, and Spider-Man was blamed for the entire scenario. I didn't kill him. I tried to save him, but the Bugle labeled me a 'murdering menace' for my troubles. Now I had the entire police force shooting at me on sight and Gwen hating Spider-Man for what happened to her father. I wanted to tell her the truth about my identity, but I couldn't stand the idea of what may have happened between us._

_Looking back, I wish I did. It may have prevented what happened next._

_It was just few months ago from now. My worst enemy, the Green Goblin, attacked. He kidnapped Gwen and took her over to a bridge. It all happened so fast. I was so far away, and I didn't think Goblin was sadistic enough to throw a helpless woman from that height. But he did! I wasn't fast enough to dive after Gwen, and with the speed she was falling, I knew my time was significantly limited. I reacted the only way I knew how and shot a strand of webbing to her ankle. Just like that, I managed to stop. I actually saved Gwen._

_...or so I thought._

_By the time I pulled Gwen back up, she was already dead. What went wrong? She was still alive when Goblin threw her. Did the shock of the situation get to her? Did Goblin do something before throwing her? As I checked Gwen body, it finally hit me. Gwen was falling so fast, and when I stopped her so suddenly..._

_Oh, God. _**_I_ **_killed her!_

_How could I have been so stupid? The whiplash effect broke Gwen's neck! If I had just talked to her... No. If I had done _**_anything_ **_differently, Gwen might still be alive. I'm a guy with such great power, but I seem to do is get everyone close to me killed. I killed Uncle Ben. I couldn't save Captain Stacy. I killed Gwen._

_I killed them all._

* * *

><p>Peter snapped out of his trance and shook his head. The color in his eyes returned to normal, and the strange sensation that coursed through his chest moments ago had long passed. His mind, still fuzzy, struggled to piece back together what had transpired, but it served only as a vague sense of denial, Peter quickly realizing he had indeed revealed his darkest secrets.<p>

Against his will at that.

He turned, ready to yell at Zecora for what she had done, but his heart froze at an unsettling sight. The zebra stood with her eyes slammed shut, forcing back as many of her tears as possible. Despite his building frustration, Peter couldn't bring himself to yell at the mare. He went to her for help, and though it wasn't quite what he was expecting, she did indeed help clear his mind though it may have shattered whatever view Zecora had of him.

Swallowing the lump in his throat, Peter shifted his gaze to Applejack, but the blonde too busy brushing the tears away from her eyes to notice. The upside of her hoof was as damp as a moist cloth, suggesting she had been wiping her face clean for quite some time. Peter felt his heart sink to a new depth. He held his hoof out, ready to console Applejack, but sobs coming from behind the blonde stopped him in his tracks.

Twilight sat with her head nearly touching the floor. Unlike Applejack and Zecora, she could not hold her tears back, evident by the small puddle her head hovered over. In between her sobs, she tried to face Peter, but it only proved to further add to her emotional state, causing her to break down further. Applejack placed her hoof on Twilight's shoulder, offering soothing words to calm her friend down. Peter sighed as he scratched the back of his head.

"Sorry for not telling you all sooner. I just didn't want you all to hate me," he said, forcing out a pitiful laugh, "but I couldn't blame you if you did."

Zecora shook her head before a sad smile formed on her face. "We would dare not hate you, not in a million years, but your tale was phenomenally sad and produced many tears."

Peter's eyes widened. "You don't hate me? I mean, after what happened to Uncle Ben?"

"The price for wisdom is often high and causes us to ask ourselves why. There is no more to put yourself through, because your uncle would be proud of the pony you've grown into," Zecora said firmly, unaware of the tears that rolled down her cheek.

Her words, though simple, had an astronomical effect. The inside of Peter's chest grew warm, and the sense of dread that had hovered over his mind seemed to have lightened a bit. The doubts remained, clouding his judgment, but as if she sensed it, Zecora wrapped her hooves around Peter's neck, bringing the colt into a warm embrace.

"You will always be my friend, so nothing else matters in the end," she whispered into his ear before ending the embrace.

Peter's lips steadily curled into a smile. Despite his failures, there was _someone_ who still considered him a decent friend. Maybe Zecora was just more tolerant than most, but he still found relief in some form. He gave the zebra a simple yet friendly nod, showing his appreciation in a tiny way. However, there were still two others he had to confront. Peter turned, knowing the worst was going to happen, and made his way over to Applejack.

The blonde brushed her hoof over her eyes once more, this time succeeding in removing any evidence of tears. The pair stood in silence for a few moments before Peter's gaze fell to the floor. Even now, he couldn't bring himself to look at one so reminiscent to Gwen, a constant reminder of one of his greatest failures. Applejack took a step forward, closing the gap between herself and Peter.

"Pete... is that why you ran off the other day?"

He nodded. "Yeah. I'm sorry. It's hard to tell a friend they remind you of an ex, let alone a dead one." Her expression grimed, causing him to cringe slightly. "Kind of hard to say anything to something of a killer, huh?"

The look in her emerald eyes darkened with a great hint of seriousness. "It wasn't your fault."

"But I-"

"Stop!" Though the outburst was considerably loud, it was enough for Peter to fold and slam his eyes shut. Applejack bit her lip, trying her best to keep her building emotions in check. "I'm not going to just sit here and let you beat yourself up. You're just one pony. You can't put the entire weight of the world on your shoulders."

Her tears resurfaced, but she didn't care. Applejack placed her head against Peter's shoulder. "As long as you're here with us, you'll have to let us carry the weight with you." Slowly and hesitantly, the blonde took a step back so that her eyes would be in direct contact with Peter's. "That was yesterday, and this is today, sugarcube. As of today, you're with us, and we will take care of you." She gave a friendly wink. "I promise."

Peter stood bewildered and amazed. Zecora and Applejack did not show any hesitance in their voices. After everything he put up with at home, Peter had a knack for only expecting the worst-case scenario. It was surreal how accepting these ponies were when he first fell into their world, but to experience the feeling again under new circumstances, the truth was a little easier to accept.

"_I thought every pony was super friendly in this world..." _Peter's smile grew in width as he placed his hoof on Applejack's shoulder. "Thanks, AJ," he softly said. Once the blonde returned the gesture with a smile of her own, a small realization struck Peter. _"It's not that. I was just lucky the find the best ponies possible."_

A couple of tears managed to stray down the side of Applejack's cheek, causing the mare to groan outwardly, "Gosh darn it... I hate crying."

Peter's smile remained intact for a few moments, but once he shifted his gaze, spotting Twilight still in her prone position, it dissipated instantly. Though it took time, Twilight finally regained control of her emotions, evident by her periodic sniffling. Peter slowly made his way to the mare, treading ever so lightly to not disturb the delicate balance around him, until he was just inches away.

Placing his flank on the floor, Peter decided to not force his hoof. He had been living with Twilight for the past week, and the fact he kept such a secret from her probably explained her emotional state. His mind grimaced, imagining how much Twilight may hate him or how she would kick him out of the house. After all, nopony would want a murderer in their home.

Twilight placed her hooves firmly against the ground and pushed herself back into a sitting position. Her violet mane hung over the majority of her face with the exception of her quivering mouth. Peter brought his hoof up, ready to reach out to Twilight, but he stopped himself, figuring she would not have wanted any form of contact to be made. However, much to Peter's surprise, Twilight lunged forward, wrapping her hooves around his neck and burying her soaked face into his chest.

Peter felt his coat absorbing Twilight's tears, but he dared not stop her, running his hoof through his friend's silky mane. "I'm sorry, Twilight. I should have told you first," he said, glancing off to the side. "This is why I said I'm not the greatest hero. I'm a careless idiot who gets everyone killed." Peter chuckled halfheartedly. "If you're going to kick me out, I understand. It won't take me long to-"

"...don't want you to..." Twilight muffled into his chest.

His brow furrowed. "Huh?"

Twilight pulled herself away and peered up at Peter. Her cheeks were stained with tears, and that cute pink strand of hair Peter liked so much rested between Twilight's puffy eyes and wet snout. She shook her head before her hoof rose to brush away the tears that covered a great portion of her face. Once she felt ready to speak, her eyes met Peter's brown irises.

She stammered, unsure why his gaze captivated her the way it did. "I said I don't want you to leave."

"Even after everything you heard? My uncle? My ex? Aren't you going to be..." he paused to scratch the back of his head, "...uncomfortable with a guy- er colt- like me? I mean, I can find another place-"

"I don't _want _you to leave! I want you to _stay_!" she exclaimed, causing Peter to jump back slightly. Her eyes grew as wide as saucers at the late realization of her own outburst. "I mean," she struggled to backtrack, "if it's okay with you, I'd like for you to stay." Her face flushed.

"Take my word for it, Pete," Applejack said, placing her hoof on the colt's shoulder, "once this one makes up her mind, there's no point arguing." She used her other hoof and brought Peter's gaze over to meet her emerald eyes. "Same goes for me. You can't get rid of us that easily."

It was something unheard of. No, this was something ripped out of a cartoon. Peter shook his head inwardly, desperately trying to wrap his mind around the surreality of the situation, but Applejack pulled him into a second embrace, causing his mind to go fuzzy. Suddenly, Twilight mirrored Applejack's actions and hugged Peter from the other side of his body. The troubles that plagued his mind steadily melted away, turning into something warmer.

While it may have been surreal, Peter knew it would have been foolish to turn it away. He held his hooves out and wrapped them around the mares, returning their embrace in full. Zecora stepped forward but chose not to join the group embrace, giving the trio a warm smile instead. Peter shifted his gaze from Zecora back to the mares in his hooves.

"Everyone- I mean- Everypony," he said, unable to contain his laughter, "thank you."

* * *

><p>The trip back into Ponyville was relatively short and quiet. Peter walked behind Applejack and Twilight with his gaze fixed on the ground. Though he felt better than he had for the past few days, something pulled at the back of his mind. He remained quiet until they finally reached Twilight's house. Once she placed her hoof against the door, Peter cleared his throat, causing Applejack and Twilight to stop in their tracks.<p>

"Hey, do you two think we can keep this between us for a while?" he asked hesitantly. "I don't want the others to know quite yet."

Applejack tilted her head to the side. "Why's that, Pete?"

Peter held his hoof out defensively. "It's not that I don't trust them. It's just that Rarity's been really busy lately, Rainbow Dash probably wouldn't be interested in that sort of thing, I don't want Pinkie Pie to learn about something that terrible, and I can't imagine myself causing Fluttershy to cry." He glanced off to the side. "I will tell them... just not right now."

"So it's a secret between the three of us? That's fine by me, partner." Applejack winked.

The pair shared a smile before Peter shifted his gaze over to Twilight, who remained silent throughout the discussion. "Can you do that for me, Twilight?"

No response was given. Twilight frowned as sadness filled her eyes. Peter called out to her once more, knocking her out of her trance. Her eyes widened when she noticed the troubled look in Peter's eyes. Her mind quickly played back his previous words, only adding to her embarrassment.

"I'm sorry! Yes, of course, Peter," she stammered, bringing her hoof to hide her flushed features.

Peter walked over to the mare with a concerned look on his face. "Twilight... are you okay?"

"_Just tell Peter the truth. He poured his heart and soul. The least you can do is be upfront with him." _Twilight forced out a sigh. "Peter, I..." Her mind screamed. _"He'll hate you! Can you really stand that?" _It felt as if her stomach was tying itself into a knot. "I..."

She couldn't. Peter had gone through too much already. Her confession would undo everything that was done at Zecora's. Right now, she just wanted Peter to be happy for once in his life.

"...just wanted to tell you I hope you'll grow to love Equestria," she said, resisting the urge to kick herself.

Peter stood silent for a moment, fueling Twilight's anxiety, but once he started laughing softly, she could let out a sigh of relief. "Thanks, Twilight. Honestly, I already like it here, but-"

Applejack pushed opened the door, merely to step out of the sun, but the second she did, Pinkie Pie leap from inside the house and landed in the midst of the trio. Twilight yelped loudly, stumbling back, but Peter, though surprised, still had the wherewithal to hold his hooves out and catch the unicorn.

"Welcome to Ponyville, Peter! I know it's late, and I know you've been super busy, but I wanted to throw you a welcoming party!"

"A... what?" Peter said, slack-jawed at the intrusion. He peeked inside, but the sight caused his jaw to fall even lower. Several ponies sat inside with Rainbow Dash, Rarity, and Fluttershy among them. Everypony gestured a wave and cheered for the colt at the door, causing Peter to glance down at Twilight and smile widely.

"I already liked Ponyville, Twilight, but I'm really loving this place now."


	10. Highs and Lows

_**Chapter Ten "Highs and Lows"**_

The Grand Galloping Gala, one of Equestria's most glamorous gatherings, was scheduled to start in just a few hours. Last year, the Gala ended in disaster thanks to a small group of mares, but considering they were close acquaintances of Princess Celestia, it was no wonder they were invited to come back. Within Rarity's home, these same mares were steadily preparing for the festivities with the exception of Rainbow Dash, who rested comfortably on the sofa. Everypony else sat underneath a manedryer, and Spike sat with a glass of juice in claw.

Applejack opened her emerald eyes and giggled softly. "So ya'll think the Gala's gonna be halfway as fun as it was last year?"

Pinkie Pie lifted her dryer from over her head, allowing her mane to poof back into its lively form. "I'll bet it'll be twice- no- three times as fun! Those ponies were so uptight. Maybe this time we can show them what a real party is like!"

"And last year wasn't a party?" Rainbow Dash said in mid-yawn. "I just hope the Wonderbolts are there again. I've learned some even cooler tricks since they last saw me."

"Like the one that landed you in the hospital?" Applejack replied, earning a glare from the Pegasus.

Fluttershy closed her eyes and sighed, mentally cringing at the breakdown she suffered at last year's Gala. Rarity reached over and placed her hoof on her friend's shoulder, knocking Fluttershy out of her depressing trance.

"There's nothing to fret over, Fluttershy. I'm sure the animals in the garden will be more open to you this time," she said reassuringly.

Taking her words to heart, Fluttershy's royal blue eyes brightened. "Gosh. I hope so, Rarity."

Applejack shrugged. "Who knows? Maybe that prince of yours will be there, too?"

What was once a smile morphed into a frown, and the beam in her eyes turned into a glare. "Surely you don't mean that pompous oaf, Blueblood?" Her tone, full of venom, prompted the unicorn to clear her throat along with the violent images from her mind. "I would rather not speak of him anymore."

Everypony found a way to laugh off the memories of last year's Gala, but Twilight, who had remained silent for the duration of the conversation, could not shake the sense of dread that had filled her so. Fidgeting in her seat, she brushed her hooves together at a frantic pace until her nervous behavior was noticed by the others.

"What are you so nervous about, dear? Are you that excited to see Princess Celestia?" Rarity asked.

Twilight bit her lip as she forced her hooves to stop moving. Deep down, she was indeed eager to see her teacher, but her mind and heart were astutely focused on one other pony. Even though several days had passed since she heard his confession, Twilight could not stop thinking about Peter. After hearing (and reading) about the sacrifices he made back at home, she could not bring herself to continue the magic lessons. It seemed unfair to stress Peter out in any shape or form.

Which brought up a dilemma. Twilight was supposed to keep Princess Celestia informed about everything regarding Peter, but she failed to mention what happened to the book. Not to mention the princess was expecting a full progress report tonight after the Gala as well as a magical demonstration from Peter. After the self-destructing performance from the other day, it was safe to assume Peter's capabilities were haphazard at best.

She was already a horrible friend, but by the end of the night, Twilight would be known as a horrendous mentor.

The fates were cruel for bestowing such a nasty destiny on the mare's head. Her mind had been so centered around Peter that the secret she kept almost became unbearable to keep to herself. Peter had opened up to Twilight considerably since the incident, and the fact that she kept something so personal from him ate away at her gut each day. Like a crack in the dam, it was only a matter of time before Twilight would crumble under the pressure.

"Twilight?"

Though Fluttershy's voice was soft with worry, Twilight frantically reacted and nearly jumped out of her seat, managing to knock her head against the inside of her manedryer three times. She pulled the dryer from over her head and placed her hooves over her throbbing temples.

"I'll ask once more," Rarity started, the tone in her voice much firmer than before, "what is wrong?"

Twilight waited for her mind to stop rattling before she mustered the nerve to speak finally. "I'm sorry, Rarity. I was just..." Her thoughts exhaled. '_Thinking about Peter? Yes. About how good of a pony he is? Certainly. About how I managed to betray his trust? Absolutely! And about how disappointed Princess Celestia will be when she finds out? Definitely!'_

Once several beads of sweat formed along her forehead, Twilight ceased her inner monologue. An awkward silence filled the room, and though it only lasted a few seconds, it felt like minutes for Twilight. Rarity, still awaiting a response, tapped her shoulder and waved her hoof suggestively.

"Just what, dear?"

Twilight giggled sheepishly, a poor tactic to hide her embarrassment, and turned her head away. "I was just..." she stopped, attempting to give her brain time to form the words she needed, before a late realization came into mind, "...noticing that somepony is missing."

* * *

><p>On the outskirts of Ponyville, Peter let out a vigorous sneeze that echoed across the reaches of Whitetail Wood. Paying it no mind, he continued his tour of the vast forest. Unlike the Everfree Forest, Whitetail Wood was vastly peaceful. Peter's eyes stared at the endless array of trees around him, their vibrant green leaves brightening his pathway. Applejack told him while Whitetail Wood was indeed beautiful, he had to come back later in the season to witness the Running of the Leaves.<p>

Peter inhaled deeply, taking in the crisp scent of the forest. Twilight encouraged him to often explore the areas outside of the town, and considering Ponyville was now his home, it only seemed logical to follow her advice. It reminded Peter of his days back at home. New York was such a large city, and it was only because of his constant web-swinging that he learned where everything was located.

There would be no web-swinging today, but his trusty costume was kept safely in his backpack just in case. So far, besides Ponyville Peter had only visited Sweet Apple Acres and the Everfree Forest, the latter being by accident. Based off what his friends had said, there was still much of Equestria Peter still had to see. If it was as peaceful as Whitetail Wood was proving to be, he welcomed the chance to explore the world further.

A cheeky grin formed on his face.

_'You know what, Parker? I think the old luck is finally starting to turn around for the better. Nothing has tried to kill me for a few days, and nothing horrendous has happened to my personal life. When has that happened? Almost never!' _

Peter turned and started to make his way out of the forest.

_'I just know I'll find a way to screw up at this old Gala thing. It sounds like something fancy since the princess is hosting it. I was never invited to Iron Man's parties back at home... or the Avengers. Heck, I was barely invited to anything in college- the short time I was there anyway. Maybe I can find some way to sneak out. That way Twilight won't kill me if I embarrass her in front of Celestia.'_

Peter raised his brow as a smirk formed on his face.

_'Wait. Why am I worried about not fitting in? The more I think about it, me **and **my friends seem like we wouldn't fit in with the high crowd. Well, Rarity can fit with them just fine, and Twilight seems the type that will behave accordingly. Applejack's too laid-back to be fancy, and Rainbow's way too energetic. Fluttershy's... well... too shy to be in public. Pinkie Pie...'_

Peter inadvertently snorted when laughter escaped from his mouth.

_'Yeah, no. Pinkie Pie should make a scene way before I do.' _His smile grew in width._ 'Now I have nothing to worry about.' _Peter stopped and glanced up at the slowly setting sun._ 'I guess I better head over to Rarity's. Twilight really **will**_ _kill me if I try to skip out of the Gala.' _He nervously chuckled. '_Rarity, too, since she made my tux and everything. I just hope I make it back in-'_

That same instance, something collided violently into Peter, knocking him over to the ground via multiple rolls. His head spun and vision blurred. He managed to spot a blue unicorn on the ground in front of him, her violet eyes spinning about underneath her star-patterned hat and cape. At first Peter presumed it was Rainbow Dash, but her mane lacked multiple colors, being a light shade of sky-blue instead.

His eyes finally rolled into the back of his head.

The unicorn made her way back to her hooves first. She groaned as she attempted to shake the cobwebs from her head. "That hurt an awful lot, you brick-wall-of-a-buffoon." Her head stopped spinning, allowing the mare to spot her bag next to Peter's head. "Ponies used to stand whenever Trixie was around, but nopony seems to notice me now."

Trixie slowly edged over to Peter, careful not to wake him from his dazed state, and used her magic to reclaim her small pouch. However, the contents inside fell out of the pouch, that being only two golden bits. A desolate sigh escaped from the mare before she threw the pouch overhead.

"You mean to tell me I nearly died for just two bits? A great magician should not be reduced to petty thievery..." she paused to slide her bits into a hidden pocket within her cape, "...just to survive."

Realizing she was wasting time, Trixie readied to make her exit and disappear into the shadows, but the second she took two steps, her eyes caught the sparkle of something in the unconscious colt's side pocket of his backpack. Her brow rose with curiosity. Trixie edged back over to Peter, much quieter this time, until she was close enough to see her object of interest. Though it was small, there was a pouch filled with at least ten bits in the colt's bag, causing a sparkle to light up within Trixie's eyes.

"Maybe this trip wasn't entirely pointless, after all," she smugly stated.

However, the second she wrapped her hooves over the entire backpack, Peter stammered back to life sending a shockwave of panic through Trixie's spirit. In the midst of her panic, she tried to run off with the backpack still in her grasp, but its straps were still wrapped around the owner's shoulders, causing Trixie to fall back right back into Peter's unwaiting hooves. The pair rolled across the ground in a jumbled heap, eventually skidding to a halt.

Trixie managed to finally slide the backpack from over the colt's head. Before she could make her escape, Peter recollected his senses and threw his hoof inside one of the free straps, inadvertently putting himself and the would-be thief into a tug-of-war. Peter planted his hooves firmly into the ground while Trixie pulled away at the backpack with all of her strength.

_'Okay, Parker luck's back. Why didn't my spider sense go off earlier? And why did that tackle actually hurt? I've been shot through a wall by Shocker and felt less. My powers must be dipping again. Oh, who am I kidding? Of course they are. I can't even win a tug-of-war against a girl pony right now!'_

"Look, you! Will you stop? I was having a pitch perfect day before you showed up and steamrolled me. Let my bag go before you do something you really regret!" Peter shot, trying his best to cut the mare a break. "Honestly though, you must be new to the thief thing. Dressed like that, I thought you were a star-clad Robin Hood... or in this case _Robbing _Hood." Peter rolled his eyes. "I'm sorry. Was that horrible? I'm under a lot of pressure. If you stop trying to steal from me, Ms. Thief, maybe I can tell a decent joke?"

Trixie's brow twitched. "Do you ever shut up?" Her brow twitched again at a realization. "And I am _no _thief! I am the greatest magician in Equestria!" She pulled the bag with more of her strength, managing to drag Peter along a tad. "I just require a little financial aid at the time!"

"A magician that steals? Yeah, that doesn't sound familiar," he said sarcastically. Losing ground, Peter cursed his fading powers before he shot a glare at the persistent mare. "For crying out loud. You know, for a thief, you kind of suck at stealing! Do you always try the direct approach? I must say that's unorthodox to say the least. That's like going to the bank and asking for permission to rob the place. That's polite, sure, but we can agree that's-"

A tiny vein formed on the side of Trixie's head. "Stop your endless prattle, you dunce!"

Sensing this job was as big of a failure as the last, Trixie released the bag, but Peter, who had not ceased pulling, flew back with his backpack in his grasp until he landed on the back of his head. Trixie shook her head. If the colt's mouth didn't run as much as it did, she would have been tempted to try to steal his bag for a second time. However, once she stole a glance at his bag, her jaw dropped and eyes widened suddenly.

Peter slowly forced himself back to his hooves and brushed the dirt from his coat. "So, you actually gave up? I'm proud of you, lady. Most people- I mean ponies- usually keep trying until they succeed or fail miserably." He glanced over at the mare with his brow raised. "What's wrong? Cat got your tongue? Feeling guilty? Debating on taking your magic act to Vegas?"

Trixie gave no response but only shifted her gaze from Peter back to the ground. He followed her eyes until his sight was centered on his backpack, and it was then that Peter felt the blood in his body turn cold. The zipper of his backpack had been pulled open, and his Spider-Mane costume had slipped halfway through the opening.

_'Oh, crap. Well, that was a bonehead move, Parker.' _Their eyes still locked on each other, Peter grabbed his backpack, shoved the costume completely inside, and slid it back over his shoulders. _'Okay, this can't be __**all**__ bad, right? Sure, a complete stranger just found your costume, but for all she knows, I'm just a fan who made himself an authentic suit. I'd better give some sort of explanation before she pieces everything together.'_

The pair continued their awkwardly silent stare down for what seemed like an eternity. Eventually, Peter placed his hoof over his mouth and cleared his throat, bringing Trixie's bewildered gaze in his direction.

"First off, let me just say-"

"Peter!" a voice yelled from overhead, sending a wave of shock through both ponies.

The thick leaves of the trees obscured his vision of the sky. Peter took a few steps until he found a large ray of light that pierced the shade of the forest, and it was then that he found a multi-colored Pegasus circling the sky. His eyes widened once the Pegasus paused for a moment, revealing not a multi-colored Pegasus as he thought but a sky-blue one with a rainbow-patterned mane.

_'Rainbow Dash? What's she doing here?'_ He stared at his friend for only a moment before he shifted back in Trixie's direction, but much like a shadow in the night, she had disappeared without a trace. "Oh, you have _got_ to be kidding me!" he exhaled. "Well, she couldn't have gone too far. I may be able to catch up with her and-"

In the span of a second, Peter was whisked away by his shoulders and flown across the sky, all while shrieking at the top of his lungs.

"Man, I'm glad I found you! Did you forget you have to get ready for the Gala or something?" Rainbow Dash said, ignoring Peter's continuous shrilling.

Once the shock wore off (after several seconds), Peter shook his head and shuffled about in Rainbow's grasp. "Rainbow! I know this sounds crazy coming from a pony who can't fly, but you have to put me down!" He glanced at the ground, which was particularly far away, and chuckled nervously. "Of course, I'd prefer a nice drop off than a death plunge."

"Well, you can forget it!" Her grip tightened prompting Peter to cease his squirming. "The second Twilight noticed you were gone, she started flipping out. I went to get you so she'd calm down a little."

His luck could not have gone any further south if it tried.

There was a pony out there that might know his secret identity, and he couldn't do anything to stop it. Peter furrowed his brow. Even if he had gone back, there might not have been any chance for him to catch the mare. She had plenty of time to find a proper hiding spot, and time was something Peter did not have in any form. He missed plenty of dates and appointments back at home, and Peter promised he would try not to have the same track record in Equestria if he could help it.

As he hung in Rainbow Dash's hooves, a small sense of hope brightened his enthusiasm. Though she saw the costume, Peter and the mare had never seen each other. They didn't know each other, and Equestria seemed like a big place. There was almost no way he'd see her again. With this revelation, Peter shrugged and stole a glance at Rainbow Dash.

"So this Gala... it's not black tie, is it?"


	11. Alone in the Gala, Part I

_**Chapter Eleven "Alone in the Gala Part I"**_

Canterlot, truly a kingdom of beauty, stood like a beacon of luminous light in the night. Ponies gathered from all around Equestria and made their way into the castle. Just outside of the main gate arrived a pair of carriages, each towed by four stallions. Once the first came to a complete stop, the side door flew open and out bounced Pinkie Pie, who wore a smile as bright as her sky blue dress. The buildings around her practically sparkled, much like the stars in her eyes.

"It's even prettier than I remember!" she cheered, bouncing in place.

Applejack emerged from the carriage with a dress that matched her emerald irises. "Calm down now, Pinkie. We just got here," she calmly suggested, unaware her grin was just as wide as her friend's.

Right behind the blonde, Fluttershy quietly trotted out of the carriage with a leaf-colored dress as green as the forest and as dainty as her figure. She closed her eyes and giggled, softly agreeing to Applejack's statement. Rainbow Dash stepped out but stopped the moment her rainbow-patterned dress landed on the ground. Her expression turning blank, she poked her head back inside of the carriage.

"Twilight, stop worrying and come on!"

No response. Rainbow exhaled before she hopped back inside, causing Pinkie, Applejack, and Fluttershy to stare at the opened door with question. After a brief moment of point-counterpoint banter between the two, Twilight clumsily staggered out of the carriage but managed to recollect her balance once she landed amongst her friends. Her hooves began pacing in place underneath her blue star-patterned dress, which only fueled the majority of her friend's befuddlement. Rainbow Dash, however, clopped her hooves together, managing to snap the unicorn from her daydream.

"Look, I don't know what you're so worried about, but it's really getting out of hoof," she said roughly. Rainbow's posture remained firm, but once the mare sighed lowly, she allowed an apologetic smile to surface. "You've been like this all day. I just want to know what's wrong."

Twilight's mind continued to endlessly scold her for her acts of ignorance. Not only would her teacher find out that her supposed 'prized' student neglected her duties, but her supposed friend would learn that Twilight wasn't as trustworthy as she'd like to be. This truth felt as heavy as the weight of an Ursa Major, and Twilight could not bear to keep it hidden for much longer.

She let out a defeated sigh. Perhaps it was time her friends learned he truth about the book. Twilight opened her mouth, but before any words could have been formed, the door to the second carriage opened, causing everypony's gaze to shift in its direction. First, Spike rushed out, wearing a black tux top with a red bow tie snapped perfectly below his chin. As he held the door open in a chivalrous manner, Rarity emerged, sporting a crimson dress that held several diamonds within its seams.

Though Rarity stood with beauty and grace (as usual), something was noticeably amiss about the mare. Her cheeks were stained with a deep shade of crimson, and considering her coat was as white as snow, it was impossible to not notice. This oddity only added to Twilight's ever-growing anxiousness thus adding more negative thoughts to her mind.

"Rarity..." Twilight called out before her frantic mind intruded. _'Why does she look so flushed? Is it because she's embarrassed? That means Peter's outfit must look horrible!' _She shook her head. _'That __must be the case! It explains why she's so quiet. Somepony as proud as Rarity would never claim anything hideous!' _Her hooves began shuffling in place, displaying her nervousness. _'This is not good. Peter will make a horrible first impression if he comes dressed like a slob! Princess Celestia will never forgive me for letting this happen!'_

"Twilight, dear."

"Yes?!" Twilight blurted out in response to Rarity's calm yet concerned voice.

Rarity only giggled. "You were acting rather... gittery." Her half-closed eyes beamed while her flushed features grew hotter. "Is everything all right?"

Twilight stood with her mouth agape for a moment as she stammered, "Gittery? I'm not acting g-gittery! Besides, I was just curious about Peter." Her stare turned blank. "From the look on your face, I figured Peter must look absolutely terrible or something."

Much to Twilight's surprise, instead of raising her defenses, Rarity merely closed her eyes and huffed. "I must admit, the result is not quite what I was expecting."

"So he _does _look terrible?" Twilight voice filled with concern.

"Terrible?! Why would I think that?" Rarity gasped, giving her friend an offended look. However, her glare dissipated, reverting back to its starry gaze from earlier. "Darling," Rarity paused to place her hooves over her crimson-stained cheeks, "Peter looks _magnificent_."

Everypony stared at the snow white unicorn for several moments. Rarity's comment gave Twilight some form of relief, but the lack of an actual sighting of said Parker gave the mare plenty reason to remain skeptical. At the very least, she knew Rarity well enough to call her bluffs.

Twilight's lips curled into a coy smile. "Magnificent, you say? If that's so, why hasn't he come out yet?"

Silence was her only response it seemed, giving Twilight a sense of victory, but it proved to be for naught when Rarity giggled softly. "Believe it or not, Peter's quite self-conscious and shy." Her smile deepened. "It's cute honestly."

Raising her brow, Twilight tilted her head to the side while Spike rolled his eyes, grumbling incoherently. Before she could question whether there was truth to Rarity's statement or not, Rainbow Dash exhaled loudly enough for everypony to glance in her direction.

"I don't care how shy Parker is! The Gala's about to start, and we're wasting time out here!" Rainbow barked. The last of her patience dwindled, she trotted past Rarity and Twilight with a glare in her eyes. "Stop being a filly, or so help me, I'll drag you out myself, Peter!"

For the second time today, Rainbow Dash was not deemed the courtesy of an immediate response. Having believed the need for subtlety was long gone, Rainbow growled as she readied to leap inside the carriage. Luckily, that same moment, a hoof appeared from inside the door and gestured a wave of surrender. Considering how fast and strong Rainbow was, combined with his diminishing strength, Peter knew his options were limited.

At the very least, he would save himself the humiliation of being mare-handled in public.

Slowly but surely, Peter gathered his nerve and stepped into the bright lights of the castle, allowing everypony to see Rarity's work at last. He wore a navy blue overcoat with crimson red accents and matching pants. The suit was not loose on his frame nor was it too tight. It hugged his body just right to allow easy movement and to show his slender yet athletic figure.

Peter, much like Rarity earlier, bore a blush as red as his bow tie. With his gaze fixed on the ground and mild pout on his face, it was clear Peter was more embarrassed than anything else would have suggested. It only worsened when nopony offered any critique, only awkward silence. This caused Peter to scratch the back of his head in a pitiful attempt to ease the tension.

"Hey, don't just stand there. Somebody- ugh. Some_pony_- say something. I know, as weird as it seems, I'm more comfortable wearing spandex than this," he sheepishly chuckled, pausing to gaze at his own figure. "I rarely dressed up like this at home, back where wearing pants was mandatory, so you can _imagine _how awkward this is for me."

His mind snorted. _"Heck, I didn't even know it was physically possible for a horse to even __**wear **__pants..."_

"If I may?"

Rarity finally spoke, walking up to Peter until she was a couple of inches away. Her horn glowed with magical energy before the same happened to the tie underneath Peter's neck. Loosening slightly, the tie rearranged itself properly, appearing in better condition than it had previously. Rarity peeked up at Peter, giving the colt an affirming smile.

"You look quite dashing, darling."

Peter rolled his eyes in an attempt to avoid Rarity's gorgeous, piercing gaze but was unable to shake his lingering wave of embarrassment, evident by the wide grin on his face.

"Thanks, Rarity, but you look a million times better than me even on a bad day."

Her large eyes widened. The mare turned her head and giggled, struggling to maintain her composure. "Peter, I'm going to melt if you keep talking like that!"

"Dashing? That's just fancy talk, Rare" Applejack said, politely intruding between the pair. Her lips curled into a playful smirk once she sat her emerald irises on Peter. "You should just say the fella looks handsome." She winked. "And then some."

Pinkie Pie bounced into the conversation. "I especially like the colors! The blue and red are just like your Spider-Mane-"

Her sentence was cut short when Peter's hoof flew over her mouth. He scanned his environment, fearful somepony may have overheard something, but after a few moments, Peter finally let out a relieved sigh.

"We're still keeping that a secret, remember?" He paused to remove his hoof from Pinkie's mouth. After he tugged at his collar and grinned at his designer. "Glad you noticed though. Rarity thought it'd be a nice _subtle_ touch."

Pinkie's brow furrowed as if her mind was registering everything it had been told. Peter, Rarity, and Applejack watched the pink mare, awaiting her response with a mixture of patience and worry. When Pinkie finally gave a simple nod, they all couldn't help but exhale softly. With that disaster averted, Peter turned to Twilight, who had been eerily quiet considering the ruckus she was causing earlier, and trotted over to her side.

However, Peter stopped in his tracks at an unusual sight. Twilight's gaze was purely centered on him, but judging from the distant stare in her violet irises, combined with her partly-opened mouth, it was clear was blissfully unaware of her own staring. Soft chuckles escaped from the colt. Though he hated to admit it to himself, the mares around him were becoming more attractive by the day.

Pushing that thought to the back of his nagging mind, Peter waved his hoof across Twilight's face, awaiting any reaction of the sort. After a brief moment, Twilight gasped aloud and shook her head madly. Her entire face turned beet red, though it was already like that the second Peter walked out of the carriage.

Thankfully, Twilight recollected her senses and placed her hoof over her mouth to clear her throat. Sadly, her execution was sloppy, quite evident by the persistent blush that refused to leave her cheeks and the flushed expression in her eyes.

Peter's smile grew in width. _'She's... really cute sometimes.' _His mind huffed condescendingly. _'For a horse, anyway.'_

"Well, I don't look too bad, right?" he said half-heartedly, tuning out his mind's wishy-washy complaints.

Twilight stood like an aged oak in the raging storm wind, struggling to maintain any form of footing. Her mind was already withstanding a flurry of thoughts, but now it seemed a new wave of thoughts entered the stream, threatening to over-flood her mind.

Namely she was paying a great deal of attention to detail on Peter's image, and what made it mind-numbing was that a part of her being didn't mind it.

_'Were his shoulders always so broad? He's never combed his mane. Maybe he should do it more often? I'm just noticing how his mane matches his eyes? Also... what is that cologne he's wearing? It smells so-"_

Her eyes grew blank. Why was she thinking about him like that? Her frustration became evident in the form of a rough groan. She resisted Peter's banter, turning her back to avoid his gaze.

"You look fantastic by the way," Peter softly said, striking Twilight's essence to the core.

She dared not to face him, but the sincerity in his voice made the choice difficult to follow. Twilight then stole a glance out of the corner of her eyes, determined to find some form of doubt in Peter's body language. That choice proved to be fruitless once she saw an honest smile on Peter's face, proving his words were earnest.

The inside of her chest grew hot. Against her will, Twilight's lips curled into a smile.

"You look nice, too," she whispered, her heart threatening to leap out of her chest. Shaking her head once more, Twilight managed to break free from her trance. "I m-mean you look decently e-enough for Celestia," she stammered, kicking Rainbow Dash in the side. "You think so, too, right?"

Rainbow Dash shifted her head from Twilight to Peter. The blue pony's words fell into her throat, and it felt as if they fell into her stomach once everypony's gaze fell in her direction. She had never been the type to openly compliment anypony, let alone a colt, but this one time, Rainbow actually felt Peter looked especially-

The temperature in her face rising, Rainbow did the only rational thing available at the moment.

"Fluttershy! What do you think?" she said, zipping past everypony and stopping alongside the meek Pegasus. Rainbow forcefully laughed off her embarrassment. "You haven't said anything since Parker stepped out. Tell everypony what you think!"

Fluttershy gave no verbal response, which was not surprising to anypony, but both Rarity's and Twilight's jaw nearly landed on the ground at a peculiar sight. Fluttershy's ocean blue gaze had remained centered on Peter since his emergence from the carriage, and the blush on her yellow features seemed to have only grown hotter over the course of time.

However, this was not what disturbed Rarity and Twilight, but it was the wings on Fluttershy's back. They stood perked and stiff for all to see, and poor Fluttershy had not even noticed.

Rarity's face was no redder than a tomato. "Fluttershy! That is very unladylike!"

Fluttershy's eyes grew as wide as saucers at the outburst. She quickly tried to explain herself, but it came more off like apologizing. Twilight and Rarity in turn scolded Fluttershy for her act of indecency while Rainbow Dash laughed uproariously. Her laughter was cut short when the unicorns pointed out that her wings were perked like Fluttershy's as well.

Peter stood with a baffled look on his face. "What the heck just happened?" He scratched the back of his head, turning his gaze to Applejack. "Was it something I did?"

"Yes and no." The blonde chuckled nervously. "I'll explain it to you later."

As the unicorns continued scolding the Pegasi, Applejack tried her best to repel the building number of questions from Pinkie Pie and Spike, all while Peter watched on. However, in the midst of the chaos, nopony had noticed the blue unicorn hidden underneath the second carriage. Her violet irises remained locked on Peter while a victorious grin formed on her face.

_'Now Trixie knows where to find you... Spider-Mane.'_

* * *

><p>Quite some time had passed since the Grand Galloping Gala officially started. Unlike the last visit, where everypony separated to pursue individual interests, Twilight and the others decided to stay together and enjoy the Gala as a group. Within the main lobby, everypony tried to find some nourishment that best suited their taste. With the exception of Rarity, who fitted in with the high crowd, everypony found it nearly impossible to eat from the dishes of fancy cheeses and escargots.<p>

While the majority of the group argued over where to tour next, Peter quietly strayed away to where a lone mare stood with a harp. Her horn glowed with magical energy as each string of the harp was struck with utmost precision. If not for the beautiful melody she was playing, Peter would have noticed something amiss about the light-aquamarine mare. Unlike most of the ponies that sat completely on their flanks and legs, this one sat upright just like a human. While playing a harp no less.

_'I said it once, and I'll say it again. Sometimes I think I'm not in a parallel universe, but that I've finally lost my mind. The ponies sit upright here, too? Here I thought I was doing something when I sat.'_

Following the mare's lead, Peter found a chair and decided to take a load off, sitting down upright. Once he was comfortable, his eyes scanned his surroundings. Even though he was given a fresh start, some things would never change. The simple nerd from Queens among the higher class couldn't help but feel out of place. Even though his friends were there, Peter was still a wallflower at heart.

Trapped in his daydream, Peter didn't have the wherewithal to notice the mare playing the harp's melody had abruptly ceased. Sitting with her mouth agape, the mare stared at Peter intently.

"By Celestia, he's sitting like a...! Like a...!" She pushed her harp over, pointing at the colt while her lower lip quivered with excitement. "A human!"

She jumped from her seat and readied to tackle the colt, but the second she made a move, a group of ponies surrounded her. They started complimenting her for performance well done, boxing her in away from her target.

Meanwhile, Peter remained oblivious to the uprising behind him. A low sigh escaped from his mouth. While he was growing to love his new life, he was still an outcast in two forms- a former human among ponies and a normal low-class guy among the high-class. Peter stood from his seat and scratched the back of his ear.

_'I'm gonna go get some air. I'll rendezvous with the others later.'_

The mare's struggle through the crowd lasted an eternity, but she finally found a way to squirm free. She stumbled to where Peter sat with a grin on her face.

"Haha! I finally made it! Now I was hoping we could talk." She paused to open her eyes, but they quickly filled with tears once they found her target was long gone.

* * *

><p>Peter found his way out into the Canterlot gardens, marveling at the numerous animals that lived there. Most avoided him as he wandered deeper into the gardens, but considering he was seeking peace, that worked in his favor.<p>

_'This garden sure is huge. It makes sense I guess. Tony Stark spent his money on Iron Man accessories and fancy parties. Celestia spends her money on the castle and gardens. Well, it's amazing what the rich do with a few billion dollars. Or gold here. Whatever it's called.'_

"Halt!"

The voice firmly commanded from nearby, sending a chill through Peter's body.

_'Oh, crap. I must've stumbled into a forbidden area. I'm either going to be kicked out or thrown into a jail cell. With my luck, it'll be both choices. Too bad I didn't have a chance to try out those cheeses. I was hoping to have Spike take some home.'_

He finally turned to the approaching steps from behind, but Peter's eyes widened at the dark blue being that towered over him. While she was not nearly as tall as Celestia, she easily dwarfed Peter by a few inches. Her navy blue mane flowed with the wind, nearly matching the star-lit, dark sky above. Her sky blue eyes stared at Peter with heavy intent, but they widened after what came off as a quick inspection.

"Oh, you are the Outworlder."

_To be continued._


	12. Alone in the Gala, Part II

**_Chapter Twelve "Alone in the Gala, Part II"_**

Twilight's eyes shifted all around, scanning her surroundings, but they soon filled with concern once they could not locate Peter. It had been quite some time since he separated from the group, and Twilight felt it was mandatory to find Peter as soon as possible. There was a chance he could cause trouble somewhere, or worse, bump into Princess Celestia!

Twilight forced a lump down her throat. She did not want to think about everything that could go wrong with that scenario. Her brow lowered with determination. It was high time she found Peter. That same moment, her entire body disappeared from sight, and she reappeared in a pink flash of energy outside of the main hall where the central party of the Gala took place.

Applejack watched from afar, mentally shaking her head at the sight. For the duration of the entire day, Twilight seemed particularly disturbed about something. Given, the lavender mare had a knack for overreacting to the smallest dilemmas, but Applejack felt that there was something seriously wrong with her friend this time. Whenever something initially bothered Twilight, she never hesitated to speak about it, no matter how trivial it was.

The blonde closed her eyes. This was different. Twilight was going out of her way to hide what was really bothering her lately. While her friends may not have been able to see past her act, Applejack could see a lie from a mile away. Some may argue that her Element of Harmony helped in that regard, but Applejack would just say that Twilight was a horrible liar. Simple as that.

Diving into the depths of her mind, Applejack tried to recollect when Twilight's behavior changed, and nearly that same moment, her large emerald irises shot open at a realization. This had been going on for days, but it all started since that day at Zecora's when she and Twilight learned about Peter's past. Applejack tapped her hoof against her chin as she pondered if that truth was becoming too much for Twilight to keep to herself.

A burst of pink energy a few feet away brought Applejack back to reality. Once the energy dissipated, Twilight readied to return to the main hall, but Applejack stepped out in her path, forcing the unicorn to stop in her tracks.

"Applejack, what are you doing?" Twilight questioned as her hooves shuffled in place, resisting the urge to gallop onward and through the pony blocking her path. "I need you to-"

"No," Applejack firmly said, not giving Twilight a chance to finish. She walked forward and closed the gap between herself and the unicorn until they were only inches apart. "We _need _to talk."

Her tone was steady, matched only by the glare held in her eyes. Twilight, taken aback from the sudden show of seriousness, forced her hooves to stop all forms of motion.

"Something's wrong with you..." she stopped and raised her hoof when Twilight readied to interrupt, "and don't try ta tell me there ain't. You've been acting strange for a while now." She placed her hooves on her shoulders, bringing her gaze to meet her own. "As yer friend, Ah want to know the truth."

"_I would like to know as well."_

Both mares turned at the sound of the mature voice that came from behind. While Applejack's eyes widened slightly at the sight of the snow white, alicorn princess approaching, Twilight felt her heart sink into the bottom of her stomach. Her breathing quickened with each step Celestia took, becoming shallow once the colossal being towered over her. Beads of sweat formed on Twilight's forehead as visions of her worst fears came spiraling across her mind.

"P-princess... C-C-Celestia," Twilight managed to mutter despite her brain's frazzled state. Her lower lip quivered uncontrollably. "W-what are you d-doing h-here?"

Celestia raised her brow. "Well, frankly I couldn't help but notice you teleporting all across the Gala. I figured something was on your mind."

Applejack softly cleared her throat. "Excuse me, Princess, but what about all of yer guests?"

"Nothing a little teleportation spell can't solve," Celestia playfully replied before her gaze found its way back to Twilight. "Now, I want to know what's wrong."

For the past few days, Twilight's will had been like a crumbling brick wall, steady yet ready to fall at a moment's notice. Peter had been selfless since his arrival in Equestria, but Twilight only betrayed his trust. She could not bring herself to keep something like this from anypony. Not anymore. Tears filled her large eyes and fell down her chin, dripping to the cold marble floor.

"I'm sorry, Princess Celestia!" Her voice cracked under the pressure of her choked throat. "I did something terrible!"

* * *

><p>Peter stood slack-jawed, unsure of what to make of the individual standing before him. Her steely ocean blue gaze had not faltered, adding to his building nervousness. It didn't help that she stood considerably taller than him, nearly twice as much, but it was the mare's words that terrified Peter more than anything else.<p>

"You called me an 'Outworlder'," Peter whispered, pausing to look around for bystanders. Once certain he was alone with the colossal mare, he felt confident enough to press on. "Why? I know my friends think I'm weird, and trust me, I fully agree. But me an 'Outworlder'? That's just silly."

Standing tall and firm, the mare closed her eyes. "You need not to act. I know the truth of your origin, Peter Parker."

The sound of her curt response sent a wave of shock through Peter's torso. His eyes widened and jaw fell.

"How do you know...?" The initial shock refused to leave, forcing Peter to shake the cobwebs out of his head. "Just who are you?"

"I've learned of your existence from my older sister," she asserted, her stance having not faltered. "You may address me as Princess Luna, co-ruler of Equestria and younger sister to Princess Celestia."

* * *

><p>The truth inevitably finds a way to reach the surface, and nopony can ever truly stop it from doing so. Twilight knew this for a fact, pouring out her heart and soul to Princess Celestia about the matters of Peter's tragic past, the pain he has dealt with, and her own meddling which destroyed the book. She sat in a slumped heap, letting out the tears she bottled up for the entire duration.<p>

Applejack, who was still present, stood with her mouth agape. She had already known about most of Twilight's tale, but it was the latter that carried the majority of the weight. Her mind struggled to piece everything together, the surreality making the task virtually impossible to accomplish. Somepony called out to Twilight and _told_ her everything about Peter's past, present, _and _future. If Peter wasn't already as unusual as he was, with the spider powers and all, Applejack wouldn't have believed such foolery.

Then, it was the final message that disturbed Applejack immensely. Peter was supposed to _die _if he went back home, in two months even. However, sobs and sniffles from Twilight's prone figure interrupted her train of thought. She readied to comfort her friend, knowing the sheer weight of this revelation must have been unbearable for her to withstand.

"Applejack."

Celestia's calm voice pierced the void and reached both Applejack's and Twilight's ears. The princess closed her violet irises before she nodded her head slightly.

"Would you call for the rest of your friends? I believe they need to hear this as well."

"Well, sure, your highness, but..." Applejack paused, unsure of what to think of her ruler's command. She hesitantly galloped to nearest door, stopping to stare at Celestia questionably. "What about...?"

Her sentence was cut short once she spotted Twilight forcing herself back to her hooves. Applejack readied to make her way to the mare's side, but Twilight held her hoof out, stopping the blonde in her tracks. She kept her face lowered, though it was easy to spot her tear-stained cheeks.

"Just do what the princess says," Twilight weakly said in between sniffles using her free hoof to cover the rest of her face. "Go find the others."

Twilight's voice was shaky, lacking the life that it usually had. Even from her distance, Applejack could see the array of tears as they fell from Twilight's eyes. This was a challenge in itself to leave her side, but she had an order to follow. Once her emerald irises fell on Celestia, they widened at an unusual sight. Though her eyes were not filled with tears, there was a hint of sadness within them. Celestia had always been a very understanding individual, and it seemed she held no ill will toward Twilight for what she had done.

For the moment, Applejack could rest easy. She turned and galloped out of the room, determined to find the others as quickly as possible. Luckily, she knew where to start.

* * *

><p>"Sister? Well, you're certainly tall like Celestia," Peter mused, scratching the underside of his chin. "So, I'm guessing you're immortal, too? If she's, like, Goddess of the Sun, then you're..." He paused, allowing his eyes to wander until they spotted the cutie mark on the mare's flank. "...Goddess of the Moon?"<p>

Cutie marks made guessing games so easy.

"Fair guess, Outworlder," Luna responded, nodding her head. She stepped back and held her hoof high, pointing at the moon that watched over them. "It is my sister's duty to raise the sun everyday and watch over the land during that time. My duties are similar. I raise the moon and watch over the land at night."

Peter tilted his head to the side. "So you're the Guardian of the night?" A coy smile formed on his face. "Better yet, you _are _the night?"

Luna sternly looked on, oblivious to Peter's smirk. "Yes."

"So you're Batman? Or Bat_mare _in this case?" The idea was just too rich to ignore.

Luna furrowed her brow. "Are you saying I resemble a bat?"

Peter raised his hooves defensively. "Of course not. It's just a joke. I'm known for the bad ones, you see."

"...but why would you compare me to such a creature?" A glare steadily formed in her royal blue irises. "What could I possibly have in common with a _bat_?"

"Well, you _are _nocturnal," he said matter-of-factly.

"Hold your tongue, knave!" Luna shot back, slamming her hoof into the ground. That same instance, lightning erupted from the sky, directly overhead the irate mare. "I am _no _bat!"

Peter remained still but allowed a nervous chuckle to escape from his chest. "Noted. You're reminding me more of Thor now."

* * *

><p>Rainbow Dash stood behind the dining table, finding a way to hide behind the large punch bowl. Normally a pony with unbelievable resolve, every nerve in the pegasus' body quivered with a mixture of excitement and fear. Just across the room was Equestria's greatest team of aerial acrobats, not to mention Rainbow Dash's icons, the Wonderbolts, and among them happen to be the coolest member of all, Spitfire. Not wanting to make a complete fool of herself (again), Rainbow kept her distance and sought out a strategy that would win the Wonderbolts over for sure.<p>

Her mind fell numb, causing Rainbow to place her hooves over her throbbing temples. Sadly, waiting was something Rainbow particularly loathed doing, especially if it was for a subject of great interest.

"What are we being sneaky for?" Pinkie Pie asked innocently.

"I'm trying to come up with a super cool way to impress the-" Rainbow stopped in mid-sentence once her mind finally acknowledged the pink mare's presence. "Pinkie?!" she jumped and smashed the back of her skull against the wall.

Pinkie furrowed her brow. "You're trying to impress _me_? Aw, Rainbow! That really nice of you, but you already impress me a lot! Like the time when you kicked that dragon, or when you performed your Sonic Rainboom, or-"

Rainbow, with one hoof placed over the newly formed knot on her head, brought the other over Pinkie's mouth, temporarily silencing her banter.

"Quiet, Pinkie!" She removed her hoof from Pinkie's mouth and peeked over the punch bowl, exhaling once sure nopony had noticed their positioning. She turned back to Pinkie and whispered, "I'm trying to think of a way to impress the Wonderbolts."

Joining her friend's side, Pinkie peeked over the edge of the table and giggled uncontrollably. "Maybe you should tell them you know Spider-Mane?"

Rainbow rolled her eyes. "How is _that_ supposed to help me?"

"Well, they've been talking about him since the party started. I was trying to get the DJ to play some better tunes. I mean, I thought some karaoke would have liven this party up! But then I remembered there wasn't a DJ for the Gala. So when I decided to get some juice, I overheard a group of ponies talking about Spider-Mane, and but was really surprising was that Spitfire was the one asking about him! I bet she's a fan. If you tell Spitfire you actually know Spider-Mane, I bet she'll be super impressed with you!"

Pinkie's smile deepened, but Rainbow's brow twitched. What was a simple suggestion from Pinkie served as fuel for a flame for Rainbow. It seemed as if Spider-Mane's fame had expanded past Ponyville and reached the borders of Canterlot. Not that she had anything against Peter. In fact, he had proven to be an invaluable friend in the short time Rainbow had known him, but the last thing she needed was somepony taking the attention of the Wonderbolts away from her (especially when she hadn't fully earned it to begin with).

A growing and lingering part of Rainbow wanted to burst out a Sonic Rainbow in the middle of the Gala, despite the large amount of collateral damage it was sure to cause. However, upon letting out a defeated sigh, Rainbow slid underneath the table and brought her hoof over her forehead. For all she knew this was a misunderstanding, but the sheer idea of it all aggravated the Pegasus to no end.

"What in tarnation are you two doing?" a voice said directly overhead, causing Rainbow to jump and smash to top of her cranium this time against the table.

As Rainbow muttered several expletives, Pinkie turned to face the source of the voice and found Applejack leaning over the table with her brow raised.

"Oh! Hi, Applejack!" Pinkie excitedly greeted the apple farmer before she held her hoof next to her mouth in a hushed manner. "We're being sneaky." She stopped to giggle. "Want to join us?"

Smiling, Applejack shook her head. "Um, no thanks, Pinkie. Ah-"

Rainbow rose from underneath the table with a glare in her eyes. "Applejack?! What are _you_ doing here?"

"Sorry, Rainbow, but Celestia needs to speak with us. Ah'm just gathering everypony," Applejack said plainly.

Both ponies stared at the blonde for several moments before Rainbow stepped forward. "Hold on! What's the deal? Did something happen?"

Applejack tapped her hoof on the side of her head. Her mind still felt fuzzy from the story it had heard a few minutes ago. As much as she wanted to tell her friends what happened, she knew that task was better left in Celestia's care.

"Ah can't say, Rainbow, but Ah' _do _want you and Pinkie to go to Princess Celestia. Twilight's already there," Applejack paused as she turned to take her leave, "Ah'm gonna go find Rarity. Do ya'll know where she is?"

* * *

><p>Being the center of attention was something Rarity cherished, and this was clearly evident as several ponies gathered around, complimenting the dress she wore. Since her encounter with Fancypants, her reputation as a tailor steadily grew positively and more ponies were recognizing her craft. Though as a lady, it was just nice to hear pleasant words from others.<p>

After what seemed like a blissful eternity, Rarity broke away from the crowd and made her way to an empty seat across the room. While she did enjoy the quaint settings of Ponyville, a mare with refined taste always longed for something more. Canterlot was home to all things glamorous, and it seemed like a perfect candidate for a future home. However, Rarity smiled as she let out a defeated sigh.

_'As wonderful as that sounds, I don't think I can bring myself to leave my friends.'_

"Well, this is certainly a surprise."

Rarity opened her eyes to the voice, but they grew wide at a familiar sight. A colt stood before her with a coat as white as snow. He was relatively tall with a fit figure, and his blonde hair was trimmed to perfection. Any mare would have found this colt irresistible and may have drowned in his ocean blue eyes, but Rarity was quite the opposite, resisting the urge to gag on the spot.

A venomous glare formed in the mare's eyes. "Prince Blueblood," she huffed, turning her head away. "To what do I owe this visit?" Her tone was cold, filled with ice.

Blueblood had not noticed the mare's repelling aura. Whether he was brave or ignorant, he stepped forward and, much to Rarity's surprise, bowed his head formerly.

"I know the last time we met, things did not go so... accordingly," he slowly said, hopeful his choice word was appropriate. He extended his hoof to the mare, who figuratively stared a hole through it. "I was hoping we could start anew. Maybe even erase the wrongs that occurred between us last year?"

Rarity, unsure of what to think, sat with her eyes locked on the hoof offered to her. One of her dreams for many years was to meet her Prince Charming at the Grand Galloping Gala. She got to live her dream, but it wasn't as pleasant as she had hoped. The prince she had longed for was not the kind, chivalrous, and perfect colt she imagined but a whiny, rude, and narcissistic whelp in need of a reality check. Sadly, her handsome colt had the persona of a fly.

However, Rarity knew everypony was bound to make a mistake in their life. She sighed inwardly. That was too true in her own regard. Her glare diminished and softened. Perhaps Blueblood was honestly trying to make amends for his behavior last year. After all, everypony deserves a second chance, and it'd be rude of her to not follow that example. Slowly but surely, Rarity reached out and readied to place her hoof on Blueblood's.

"I suppose nopony's perfect," she said, finding a way to smile.

"I'm glad you understand, my dear," Blueblood replied, letting out a relieved sigh. "You were most awful last year, but it's good to see you've learned from your mistakes."

Just like that, whatever bridge that held these two together crumbled away into dust. Rarity snatched her hoof away and hissed at the colt as she jumped from her seat.

"_My_ mistakes?! You were rude, cheap, spoiled, and rotten to the core, but _I _was the awful one?!"

Blueblood's jaw dropped. "Well, I never!" As if he had been offended, Blueblood stuck his chest out and huffed. "It seems you are even _more _of a beast now."

Rarity's eyes widened. Something deep down had become unraveled. She bore her teeth and snarled, making her increasingly growing violent motives clear. He had called her a 'beast'. _Him_. The same colt that used her a shield against food said _she _was the animal. As much as she wanted to tear Blueblood limb from limb like, as he proclaimed, a beast, Rarity closed her eyes and exhaled, not wanting to give the arrogant swine the pleasure of being right.

Feeling the air around her had become tainted with Blueblood's stench, Rarity turned sharply to make her leave, but she would not make it far, immediately colliding with somepony in her path. Somehow managing to hold her footing, Rarity shook her head shamefully.

"Please forgive me! I wasn't paying attention!"

Instead of a complaint, Rarity received a soft, yet familiar, giggle, revealing the pony that bumped into her was her friend, Applejack.

"No prob', Rarity." She used her hoof to rub the ache from her cranium. "Where's the fire anyway?"

"Ah, darling," the unicorn sighed, relieved it was somepony she trusted immensely instead of a bystander. "Well, there's no fire." She shot Blueblood a glare from the corner of her eye. "_Yet._" Rarity turned back to the blonde with a forced smile on her face. "Your timing couldn't be any better. I was in dire need of a distraction."

Applejack, sensing her friend's growing tension, shrugged it off. "That's good. So you won't be mad if Ah tell you Princess Celestia needs to talk you? Like now?" She emphasized to show that she was indeed being serious.

"Certainly not. I'll be happy to talk with the Princess." Rarity brushed a strand of her mane behind her ear. "Is something wrong?"

"It's about Peter, but Ah'll tell you as we go," Applejack said, turning her gaze back to the party surrounding her.

However, Rarity's heart skipped a beat. Peter, unlike Blueblood, was a generous, unselfish, and gentle stallion. Blueblood, an arrogant brute, goes on living the high-life while Peter, a true gentlecolt, continues to be dealt with a cruel fate. Her heart began to ache. Even now, Rarity was wasting her time with somepony who deserves nothing short of a swift kick to the face while she could have been with Peter, keeping him company. Sweet Celestia, he deserved at least that in her eyes.

Meanwhile, Applejack kept scanning the Gala for something in particular. "Hey, Rarity. Do you know where Fluttershy is? Ah can't find her in this sea of-"

Her sentence was cut short when Rarity walked past her and used her magic to lift Applejack from the ground, carrying her off against her will. "I know where she is. Come on, Applejack. Petey needs us!" Rarity said diligently.

As the mares walked off, Blueblood raised his brow. "Interesting. Who is this... Peter?"

* * *

><p>The garden was just as beautiful as ever, filled to the brim with all sorts of animals, but Fluttershy gaze was too fixed on the ground to even notice. Not even all of the creatures around her could bring her out of her shame, given that they were trying their best to remain hidden from her sight. She could not believe herself.<p>

"Oh, this is so embarrassing," she said, unable to shake the image of her perked wings from her mind. "I didn't mean for it happen. It just..." She frowned. "...happened."

While her friends would eventually forgive her (if they already haven't), it would not have changed what happened earlier. Fluttershy's only relief was that Peter had no clue what it meant for a Pegasus's wings to stand on end like that, but it was only a matter of time before he would. Her mind steadily shifted back to Peter, the colt indirectly responsible for her misery. Ever since their time in the spa together, Fluttershy had been thinking about Peter more than usual.

She hadn't told the others, but Fluttershy already felt Peter was incredibly brave since the day he saved her from a dragon. It didn't help that he looked especially handsome in the suit Rarity made for him. Perhaps it was her body's way of expressing her growing attraction to Peter. Fluttershy sighed sadly at the idea. If that were the case why did it have to appear so vulgar in the eyes of others?

Her cheeks burned. Considering what was on her mind earlier, it was no wonder Rarity and Twilight scolded her so. Which brought Fluttershy back to her current situation as she continued her trot of shame. Not wanting to repeat her mistake in a room full of ponies or in front of Peter, Fluttershy figured a walk through the garden would help clear her fuzzy mind of any suggestive thoughts.

"Fluttershy."

Peter's voice called her name, causing the mare to close her eyes. It seemed her plan to rid her thoughts of Peter failed since she was practically hearing his voice now. His voice called out to her again, much louder than the first, but Fluttershy remained on course, trying to ignore the images of Peter's athletic figure that started flashing through her mind. Those shameful tempting thoughts began to resurface, causing Fluttershy's cheeks to turn beet red.

"Fluttershy!"

The third time was the loudest, managing to bring Fluttershy back to reality. While her mind told her hooves to cease their movement, they failed to register the command, causing the mare to gently collide into the chest of the colt that called out to her. All of the heat in Fluttershy's body rushed into her head, and the fresh scent of cologne from his body seeped into her nose. All strength in her body evaporated before she fell back in a slump.

As swift as the wind, the stallion reached out and caught the mare before she could fall. His hooves wrapped around her torso, quite soundly even, Peter smiled as he gently placed Fluttershy back on her hooves.

"You okay, Fluttershy? I know that as a pegasus your head's going to be in the clouds, but try not to do that so much on the ground. It could be surprisingly dangerous," he said, stopping to brush away the wrinkles that formed on the mare's dress. "What are you doing out here? I thought you would've been at the party."

Fluttershy blinked several times before her senses finally kicked in, telling her that the stallion in front of her was indeed the real Peter. Her wings steadily rose, but with great restraint, Fluttershy managed to keep them from sprouting fully. One of her royal blue eyes stole a glance, spotting Peter with a warm smile on his face, but that proved to be a nearly fatal mistake on the mare's part, evident by her rising wings.

Not again, she thought. Fluttershy lowered her head and fixed her gaze on the ground. Pushing every image out of her mind, her wings slowly fell back to her side. To keep herself under control, Fluttershy decided to just avoid eye contact with Peter. This trait was one instinctively followed growing up, making her current task easy to complete, but this was the first time she avoided eye contact for the sake of her inner excitement than natural shyness.

"Oh, um..." She finally spoke after an awkward moment of silence. "I just wanted to see the garden again..." she paused, resisting the urge to peek up at the eyes peering down on her. With her vision centered on Peter's hooves, much to her dismay, Fluttershy continued, "But I'm surprised to see you. Were you not having fun at the party?"

Peter gave a mock frown. "I may be in college, but I'm more into books than parties." Shifting his gaze to the night sky, his lips curled into a light smile. "I never fare well in crowds, so I thought I'd get a little air. Besides, it's a beautiful night."

"I understand," Fluttershy solemnly said, knowing exactly where Peter was coming from. Until she met Twilight and the others, animals were the only creatures she could openly communicate with. She had opened up considerably since then, learning to speak with ponies in some sense, but it was a slow process, not quite ready to reach large crowds yet. "I don't think I'll ever fare well in crowds," she followed, centering her gaze on the stallion.

"Well, it's going to be a while until the Gala's supposed to end. Want to hang out until then?" Peter stepped closer to the pegasus with his smile intact.

Such a simple question, but it carried so much weight. Her mind struggled to form the words she needed. Just the idea of spending time with Peter ignited every nerve in her body and excited Fluttershy to no end. Sadly, her wings sprung skyward the second she heard his proposition, but they flapped happily, in a sense hiding their true nature. Fluttershy nodded her head and bore a smile to match Peter's.

"Oh, that would be wonderful!" Her voice was soft but managed to portray her enthusiasm.

"That's good to hear." Peter walked up to Fluttershy and placed his hoof on her shoulder. Suddenly, he turned away and extended his hoof in the opposite direction. "Oh, by the way, have you met Luna yet?"

The mare's sight followed his hoof until it landed on the colossal being just a few feet away. Fluttershy's pupils shrank to the size of a needle. All of the air left her body, causing Fluttershy to hyperventilate. Her wings, once perked with excitement, snapped back to her side, as if retreating from an impending threat. Her tremblings hooves contemplated doing the same, but all nerve had left them long ago.

Luna offered her hoof to the Pegasus. "Fair Fluttershy. Tis a pleasure to see you once again."

Peter's eyes widened. "Oh, you two know each other!" He turned back to Fluttershy with a wide grin. "Maybe you can tell me more about-"

Suddenly, much to Luna and Peter's surprise, Fluttershy let out a high-pitched scream. The sheer volume pierced Peter's eardrum and rocked his brain. Bringing his hoof to the aching ears, Peter faced Fluttershy but was tackled to the ground before he could hope to mutter a response. As her hooves wrapped soundly around Peter's neck and torso, Fluttershy buried her face into his body and screamed once more.

"Nightmare Moon!"

_To be continued._


	13. Alone in the Gala, Part III

_**Chapter Thirteen "Alone in the Gala, Part III"**_

"Nightmare Moon!"

Luna winced at the name shouted at her before she recoiled, backing away from the frightened mare with a saddened look in her eyes, However, as if Nightmare Moon had reemerged, Fluttershy's screams increased in volume, matched only by the vice grip her hooves had around Peter's body. Baffled and confused by the sudden behavior change, Peter shifted his sight from Luna to Fluttershy in hopes of spotting an explanation.

"Nightmare what? What're you talking about?" he managed to ask as Fluttershy's grip tightened. Peter attempted to squirm free from the mare's sound grasp as well as the ground, managing to balance his way upfront to two hooves (albeit with Fluttershy latched unto him). "Do you know what she's talking about?" he directed to Luna.

Through a pained voice, Luna gave a simple response. "All too well."

Her time as Nightmare Moon was still as fresh of a memory as her time freed from the dark entity, and Luna had over a thousand years of exile to thank for that. Even though all of Equestria knew of Luna's return, many could not forget of the being that nearly threw the land into eternal night. Luna understood why ponies like Fluttershy reacted the way they did whenever she appeared, but evident by the ache in the heart, it only made the truth more difficult to accept.

Adults and foals knew of the legacy that was Nightmare Moon. It had been documented into many books ranging from biographies, fantasy novels, and filly stories. Much to Luna's dismay (to an extent), there was even a holiday named after her evil alter-ego, but that quickly became remedied into a positive thanks to Twilight Sparkle. Sadly, in a world where she was vastly feared by many due to a thousand-year-old legacy, that day proved to only be a tiny victory.

Ponies ran at the sound of her name and trembled at the hint of her voice, despite the utter lack of her usual Royal Canterlot usage. Though Luna never told her sister, she could sense an air of uneasiness around the Canterlot Guards, knowing deep down they still feared her somewhat. If only for a moment, Luna was happy being able to converse with somepony oblivious to her infamous past, even if he came off as a completely intellectually backwards pony.

However, her duty as divine co-ruler of the land meant for Luna to be honest to her subjects and that included the outworlder among them. Knowing what reaction was bound to occur, Luna turned her back to the stallion and fixed her gaze upon the large, milky object centered in the sky that she swore to raise every night. Once the truth was learned, he'd run away like many before him. That much Luna knew.

"Nightmare Moon..." she said, her voice trembling with resentment, "is a name bestowed upon me. Long ago, my jealousy for my sister turned into darkness, corrupting my very essence until I became an embodiment of evil."

That was the best answer the princess could give as well as the simplest. There was so much more she could have revealed, but Luna felt there was no need to continue. At any moment, like everypony else, the outworlder would flee for his life and not give Luna a chance to explain. She remained still with her eyes open, expecting screams of terror or cries of anguish to ensue, but Luna furrowed her brow when neither sound was heard outside of Fluttershy's whimpering.

_'Perhaps the outworlder had crawled off and left Fluttershy to fend for herself?'_ her mind thought.

Such an act was cowardice but not unheard of from Luna's personal experience. She finally turned around, expecting only one pony, but her eyes widened at the sight of both the outworlder and Fluttershy in their same position. However, instead of showing immense panic like Fluttershy, Peter merely raised his brow at Luna while his hooves awkwardly and hesitantly tried to push himself free from the mare's grasp.

"Corrupting darkness, huh? Yeah, I know what that's like," he bluntly said before his sense of balance failed, leading to Peter falling flat on his back with Fluttershy latched to his torso.

A look of uncertainty formed on Luna's face. A part of her awed at what she heard, questioning whether the stallion was being sincere or if he was, as some would put it, 'humoring' her. If he spoke from experience, had he the right to compare his past to Luna's insufferable own? What if he was just being sarcastic, in turn showing absolute disrespect to a royal figure? Whichever the case, Luna found herself growing increasingly frustrated, evident by the deepening scowl on her face.

"Do you really? Pray tell. I would like to know more," she said, her voice loaded with sarcasm.

Peter, still failing to wrestle free, had not sensed Luna's change of tone. "It's kinda weird, but considering everything that's happened to me over the past couple of weeks, I guess it won't be too much to believe. I mean, I used to have thumbs, and now I have hooves."

His mind centered its attention to Fluttershy, whose body was practically glued to his at this point. _'Yeah, like this isn't weird what I'm doing right now.'_

He finally shifted his sights to Luna's upside down image. "What happened was that-"

"Fluttershy!"

Peter and Luna, taken aback from the interruption, stopped and glanced in the direction from where the voice came from. Several feet away across the garden, Rarity stood with her eyes as wide as saucers. The unicorn dashed over, pausing the second she spotted the stallion pinned underneath the mare's dainty, yellow figure. With her face buried in Peter's chest and body so fondly synced with his, Fluttershy had not even noticed Rarity.

"My word!" Rarity's face burned at the 'suggestive' sight before her. "Have you no shame?!"

Flabbergasted, Peter wiggled his hooves about defensively. "Whoa! This is totally not what it looks like!" His mind sneered. _'It looks like you're being groped.' _A blush steadily formed on his cheeks as mental images flashed across his mind. "Yes, it looks bad, but I swear it's not!" He pointed his hoof overhead where Luna stood. "It's just the second Fluttershy saw Luna here, she panicked and went into shutdown, screaming something about 'Nightmare Moon'." Realizing he couldn't squeeze free, Peter shrugged his shoulders in defeat. "Is this normal?"

Usually in situations like this, things would always grow worse for Peter. He'd tell the truth, if it didn't apply to Spider-Man, but due to the sheer wackiness of the situation (that was usually the case), it'd prove to be unbelievable. Peter awaited for his spider sense to warn him of an impending strike that was bound to occur. However, none of that came to be. Rarity let out a relieved sigh and smiled, causing Peter to mirror her actions inwardly.

"Sadly, it is. Fluttershy tends to be easily frightened. You should see how she acts around dragons," Rarity sighed, trotting over to Luna. Forcing out a smile, Rarity bowed her head and giggled sheepishly. "I am sincerely sorry, Princess Luna. Dear Fluttershy has been quite..." she paused, mentally summing up the best term to use for her friend, "..._frazzled_ today."

Luna closed her eyes and shrugged. "I understand," she muttered plainly.

Afterwards, Applejack stumbled into the gardens, stopping next to Rarity. She looked up at Luna and scratched the back of her head. "Ah' heard what happened. Sorry 'bout that, Princess." Applejack shifted her gaze to Rarity then to the pair on the ground. "Glad ya' found her, Rare, and Pete, too."

Both mares made their way over to the pair, where Peter bore a pitiful expression. "Every hero has a weakness, and Fluttershy seems to be mine. Still, I'll take this over green radiation any day." A late thought came into mind, causing Peter to raise his brow at the mares. "What brings you two here? Is the Gala so boring that everyone's leaving early?"

"Don't ya' mean 'everypony'?" Applejack giggled. At the very least, Peter's humor brought some relief. However, her expression grimaced. "The Gala's not ending. Princess Celestia wanted me to gather ya'll." Her gaze fell to the side. "It's important."

Luna stepped forward at the sound of her sister's name. "Is my presence needed as well?"

Applejack shook her head. "No, Princess Luna. It's nothing major."

"Fair enough," she sternly said, turning her back to everypony. "I shall take my leave. It is my duty to guard the night, after all."

Her wings extended as Luna's body lowered, preparing to take to the sky. However, she paused, stealing a glance at Peter, who had finally been freed from the grip of Fluttershy thanks to a dual effort from Rarity and Applejack. His earlier statement regarding corrupting darkness intrigued her. Whether it was a farce or the truth, Luna wanted to know exactly what he meant. Now was not the best time, but considering he was friends with Twilight Sparkle, Luna knew where to find him in the near future.

"We shall meet again, Outworlder." Luna sternly stated before her figure floated gracefully above the ground and flew away, disappearing into a blurred form in the night sky.

Peter merely nodded. Those words, more often than not, usually came true, but they usually came from his enemies. Luna did not once trigger his spider sense, even when she brought lightning down from the sky. Fluttershy was terrified, but it was clearly over something that had happened in the past. Peter shook his head. He'd have plenty of time to think about it later. He turned to face the others with a curious look in his hazel eyes.

"So, what's going on?"

* * *

><p>Another Gala, another successful performance. A mare with a gray coat sat with a pleased look in her violet irises. After brushing her hoof through her dark gray mane, she took a sip of wine from a small glass. The Gala had always been her favorite place to perform solely for the fact that the sophisticated crowd of Canterlot appreciated the violin more than those of Ponyville.<p>

She readied to take another sip, but before her mouth could taste the sweet nectar, a being crashed through her area, stumbling over her table and crashing into the bar stand. As several glasses fell around the individual, the mare looked on with her brow raised. Lyra emerged from behind the mess with her eyes wide, shifting about frantically. She paused at the sight of the gray pony and frowned.

"Oh, Octavia. It's just you," she sighed.

What was initial shock diminished into exasperation. Sporting a blank look, Octavia brought her cup to her mouth and sighed. "My word, Lyra. You certainly know how to make an entrance."

"Yeah, sure." Lyra paid her friend no mind, jumping over the counter and on top of the table Octavia was using, causing the mare to nearly spit out her drink in surprise. "There's a human among us, and I have to find him!"

Octavia's hoof fell over her forehead. "Oh, not this nonsense again." Placing her glass down, she exhaled. "Surely your imagination is getting the better of you. I haven't seen anything remotely strange today." Octavia paused once Lyra started pacing. "...asides from you, I mean."

"This is serious, Octavia!" Lyra, unamused with her friend's witty remarks, hopped from the table and stormed off. "Fine! I'll look elsewhere."

For several moments, Octavia watched Lyra search around the Gala, leaving no stone unturned. Lyra had always been considered odd, but for the past couple of weeks, she had grown extremely eccentric. Whatever the cause, Octavia only hoped Lyra would not grow too reckless. She took one last sip of her wine before a sigh escaped from her mouth. That was not likely, and Octavia felt for the soul Lyra was pursuing.

* * *

><p>Silence. The entire room stood with an air of uneasiness, making it nearly impossible to breathe. Twilight told everything regarding the book, Peter's personal demons, and the fatal premonition, but it felt as if she gave up a part of herself during the process. Never a fan of secrets, not even innocent ones, Twilight could not bear to hold this one. However, judging from the stern expressions everypony bore, she wondered if it was a mistake to tell them the truth.<p>

Fluttershy's large eyes filled with tears the second Peter's Uncle Ben's death was mentioned. The same happened to Rarity and Pinkie once they heard about Gwen Stacy. Not even Rainbow Dash and her iron-clad will could not hold back her tears at the largest piece of all: Peter's death in two months.

Applejack, having already known the truth, stepped forward and placed her hoof on Twilight's shoulder. Both mares shared a saddened look before Twilight let out a desolate sigh. All of her friends were touched by the tale, but Peter had not made a sound, remaining eerily silent for the entire duration. Twilight removed Applejack's hoof and slowly turned to face Peter, who stood behind everypony with his hooves crossed and eyes closed.

The inside of Twilight's chest ached, pained by what Peter may have been thinking. She had not only invaded his privacy, which was a crime on its own, but Twilight had destroyed any hopes for him to return home. There was a high probability that he was restraining the urge to lash out violently. In the span of a few weeks, Twilight had single-handily destroyed an individual's life. Her tears returned more prolific than before, rolling down the side of her cheeks.

However, her heart screamed. It wasn't enough to dwell. She deserved whatever hatred Peter had for her now, but she did not want to lose him as a friend. It was similar to how she felt for the others. Their friendship started on chance, but they grown to be an inseparable part of Twilight's life. Peter was brought to her world, but despite the universal-sized gap between their homes, Twilight learned that they had more in common than they had with beings from their respective worlds.

She did not want to lose him. He had done too much for her to throw away so carelessly.

"I'm sorry, Peter. I didn't mean for any of this to happen!" Twilight cried out. She fell before the stallion. "I was only trying to find a way to send you back home!" Her sniffles turned into sobs. "I know you were probably homesick and... and..."

Choking on her words, Twilight held her hoof out. "Please don't hate me!"

The sight was almost too much to bear. Applejack turned to avoid watching her friend grovel so pitifully, but the others watched on with tears pouring from their eyes, resisting the urge to console Twilight. Peter still had no made any remarks, and his silence only fueled everypony's anxiety.

"Peter." Celestia calmly said, bringing the stallion's gaze in her direction. "Twilight's intentions were pure." She closed her eyes. "You must understand that-"

"Princess Celestia." Peter finally spoke, his tone as firm as his spider strength.

He reached down and pulled Twilight back to her hooves. The others readied to step in, but they froze the second they saw something odd. Peter extended his hooves out, but instead of any violent reaction, he pulled Twilight into a warm embrace. No anger was evident in his large irises. Much to everypony's surprise, Peter bore a sad smile on his face.

"I know," he finished, brushing his hoof through the mare's violet mane.

Initially shocked, Twilight wanted to act surprised, but her diminished spirit prevented the mare from doing so. Plus, Peter's body temperature was enticingly warm, causing Twilight to ease into his hooves.

"So... you don't hate me?" she asked, the relief evident in her voice. "Even after everything I did wrong?"

Peter shrugged. "You only tried to do the right thing. I can never hate you for that." He tightened his grip. "I'm happy you told me, but from now on, let's try to keep my life story under the radar. It seems like my privacy's been invaded."

"So we're good?" Twilight asked, smiling as she slowly broke away from Peter.

"Totally." Peter scratched the back of his head. "Actually, not totally." He turned to the others with a look of concern on his face. "Two months. I'm supposed to _die_ in two months. That's so not cool."

Applejack stepped in. "Ah' dunno, Pete. Ah' think that was a bunch of hooey."

Peter shook his head. "Normally, I'd agree with you, AJ, but that was Madame Web, the living definition of 'hindsight'. She can see into the future and read minds. I've good reason to believe her."

"Well, do you think that's why she destroyed the book?" Rarity asked, placing her dainty hoof on Peter's shoulder.

"I guess, but that's not like her at all." Peter's brow furrowed. "She usually likes to be cryptic with her messages. The fact that she went out of her way to make sure I didn't come back bugs me." His mind raced. _'Yeah. If I go back, will I just die? What __**aren't**__ you telling me, M-Dubs?'_

Rainbow Dash hovered above Peter. "Well, that was back at _your_ home, right? So does that mean you're safe now?"

"From a logical standpoint, I'd say so, but..."

Peter's mind began to throb. So much information had been absorbed, but more than half of it could not be deduced properly. Peter placed his hooves over his temples in an attempt to smooth them out. Madame Web had never been so direct since he became the 'Center of the Web'. Perhaps this was something that couldn't be prevented, or that this was just another game of cat and mouse. Regardless, it was too convoluted to piece together in one night.

Peter exhaled. "...but it's something I'll deal with later. What's important is the here and now. I have to help beat this Discord character, right?" His lips curled into an empty smile. "Let's just focus on that for now, okay?"

Before anypony could hope to protest, Peter turned on his hoof and made for the exit. However, Twilight ran in front of the stallion until she blocked the doorway. Peter's eyes widened at the act, but upon spotting the concern in the mare's irises, they softened considerably.

"Peter..." she whispered as that cute pink strand Peter adored so much falling between her eyes. "I..."

"The Sinister Six are supposed to kill me, right?" He suggested, feeling what Twilight may have been thinking. "I'm in Equestria, and they're on Earth. There's _nothing_ to worry about," he said with full confidence and a smirk on his face. He sighed inwardly. _'I'm not going to worry you all with my troubles.'_

Twilight closed her eyes. There was some truth in Peter's statement, but it was clear he was trying to divert the attention away from himself. As stated by the book, Peter hated pushing his troubles out onto others. While it was a noble trait, it often proved to be more self-destructive. She readied to protest, but Peter reached out and grabbed the mare by her hoof.

"We'll figure it out later. Right now, we're missing a party, and somebody's gotta teach me how to dance," Peter stated, leading Twilight back into the Gala.

Applejack's eyes widened as she chased off after the pair. "Ah! Pete! Twilight can't dance fer' apples!"

Pinkie Pie smiled and hopped alongside the blonde. "This should be fun! I know the perfect song to play!"

Rainbow sneered, flying behind Pinkie. "Hey, maybe you can get Peter to dance with Fluttershy? I'm sure she'll be a better dance partner than Twilight."

"Oh, my! I'd love to...! I mean, I can't possibly..." Fluttershy followed quietly, unaware her wings had sprouted back to life.

Rarity's jaw dropped and face flushed. "Fluttershy, you can't go out like that!"

Princess Celestia watched helplessly as the entire group made their way back to the Gala with Peter leading the charge. However, a warm smile formed on the Goddess's face. "It's amazing how well he meshes with those girls." She closed her eyes and nodded. '_Madame Web- I'm sorry. __**Cassandra**__- I shall watch over him.'_

_'I leave Spider-Man in your care, Celestia.' _A mature voice replied._ 'Be wary, Discord moves even as we speak.'_

Celestia opened her eyes. _'I am aware of that.' _She walked over to an open window, sadly staring at the stars above her. _'I only hope Peter will be ready when the time comes.'_

_'As I do the wielders of the Elements of Harmony. Those girls are Spider-Man's only hope for survival when his hour of judgment arrives.' _The voice began to fade away. _'My telepathy has reached its limit. Please, continue to watch over Peter for me.'_

_'Cassandra...' _Celestia sadly smiled. _'I'll do just that.'_

* * *

><p>Nothingness. That was the only thing around. The astral plane was about as exciting as expected, and it was absolutely dreadful for one who enjoyed spreading the joys of chaos. While his physical form was encased in stone, his spirit, thanks to his magic, was free to listen. Sadly, his spiritual form was only a bland ball of energy and not his distorted yet marvelous body of assorted chaos. Floating in midair, the ball huffed and chuckled lowly.<p>

A larger ball of energy edged over to his position. "Master Discord? What is it?"

"Ah, my lovely pawn, nothing is wrong. There's just been a change in plan." Before the larger ball could ask, Discord began to glow with bright energy. "I'm sending you back early to deal with Twilight's friend."

Discord's energy surrounded the other ball. "By myself? Why, Master?"

"Because it's unexpected, and I have full confidence you'll throw Ponyville into chaos in my absence."

The large ball's image began to dissipate, fading away from existence. "I will not disappoint you, Master," his words echoed across the realm.

Just that quickly, Discord was alone in the astral plane. His spirit felt weary. Escaping the realm was exhausting, and it was even more stressful to send spirits through, especially without his body. However, this was expected. In no time at all, he'd be strong enough to conjure the spell again. His thoughts centered back to the dragon. It was no fun to have a brute as a bodyguard.

Surely, the Spirit of Chaos and Disharmony could do better than that. Luckily, thanks to the tale he heard regarding Twilight's new hero, Discord felt he found a perfect cast of candidates.

* * *

><p>Back in the village of Ponyville, Peter, Twilight, and Spike stood outside of their home. The Grand Galloping Gala had ended, and the others had parted ways for the night. Spike placed his claw over his mouth to stifle a yawn. It was past midnight, and the young dragon's exhaustion caught up with his body.<p>

"That was fun. Much better than last year," he added in mid-yawn.

Twilight smiled, giving a simple nod. "You're right. We didn't destroy anything this time."

"Speak for yourself." Peter rubbed the knot out of his hoof. "Your dancing's unusually dangerous."

Spike snickered as a blush formed on Twilight's cheeks. "Yeah, we tried to warn you. Twilight's never been much of a dancer."

"I was not _that_ bad." Twilight shot Peter a glare.

However, Peter playfully nudged the mare. "I'm kidding. I had a lot fun tonight." He walked up to the door and pulled it open. "Plus, nothing bad happened. With my luck, that's a miracle in itself."

Twilight smiled at Peter's gesture and proceeded to walk inside. However, that same second, Twilight stopped in her tracks and screamed suddenly, stumbling back until she fell back outside. Peter raised his brow. He turned to look inside, curious to what terrified his friend, but his eyes widened at the familiar sight of a blue mare. She sat on the couch with her sky blue mane brushed behind her ear.

Peter's jaw dropped. "Oh, God. It's you..."

The mare smugly grinned. "Trixie has been waiting for you... Spider-Mane."


	14. Truth and Recognition

**_Chapter Fourteen "Truth and Recognition"_**

High above Canterlot, Luna sat on the roof of the castle with her watchful eye peering through a telescope, its lens focusing on the land of Equestria. While the Gala had ended a couple of hours ago, Luna wished she would have actually attended in hopes to reforge her bond with her subjects. Even Celestia encouraged her little sister to come for the simple joy of having fun. Unfortunately, Luna found her work too important to ignore, and considering her past attempts to 'mingle' with others usually ended in catastrophic failure, she was in no hurry to leave her current position anytime soon.

However, a trail of thoughts plagued the back of Luna's mind. Celestia's words regarding 'fun' seemed like a good idea, and the Outworlder, despite his lack of sense, looked to be an array of enjoyment. Luna tuned out her thoughts and scoffed at the idea. Anypony who could compare a princess to a bat was most certainly not worth the attention. Sadly, perhaps in argument with her own statement, Luna's mind focused on one of the Outworlder's final words before the end of their meeting.

_'Corrupting darkness, huh? Yeah, I know what that's like.'_

Luna's brow twitched. Her own mind was taunting her, playing the Outworlder's words repeatedly to no end. In a sense, though she refused to admit it for the sake of her immense pride, there was somepony in the world that could relate to Luna about such a personal topic. Not even her big sister, despite the thousands of years she's lived, had fallen into that category. It was polarizing, really. Celestia was the pure-hearted maiden that nopony could corrupt, not once falling into the depths of jealousy and rage like Luna had.

Her lips steadily curled into a smile but suddenly averted back to a scowl. Even if his words were true, it didn't change the fact that the Outworlder was a dimwit, and Luna dreaded the idea of having something in common with such a being. In spite of his behavior, Luna could not deny the happiness she felt. With very few friends and little time to spend with them, it was nice to have a mostly-normal conversation with somepony.

"Such rubbish," Luna spat, immediately wanting to chastise herself for the outburst. The Outworlder's idiocy continued to linger over the princess despite his departure back to Ponyville. Luna repositioned herself and refocused her attention back into the telescope. "I've no time for silly games. Not when Equestria is under my-"

Something had caught the mare's eye from afar. On the outskirts of the Everfree Forest, a large distortion of energy lit the usually quaint area brightly. After a few moments, the energy slowly began to take form. Luna's eyes widened as the being's piercing yellow eyes and black scaly skin came into view. Once the energy disappeared, the beast extended its wings and let out a triumphant roar.

"A dragon?" The princess muttered, astonished by its sudden appearance.

The sight of a dragon within the Everfree Forest was unusual enough, but the energy that surrounded the dragon was not its own origin. There were reports of this happening a few weeks ago, and much like before, a dragon was the center piece. Luna's mouth fell agape once a late realization came into mind. It was that very same night when the Outworlder arrived in Equestria.

If the dragon was in fact the same one from that night, it only meant Discord had sent him back, but that only disturbed Luna further considering the return was not meant to take place for another ten weeks. Unfortunately, before Luna could piece together a possible explanation, the dragon took flight and headed south of the forest. Whether or not Discord was back, two things were certain: this beast had an agenda, and it was heading for Ponyville.

With no time to consult with her sister, Luna stepped away from the telescope. "I must evacuate the village," she said as her horn glowed with clear energy, "and deal with this matter personally."

That same second, Luna's entire body disappeared in a flash of energy.

* * *

><p>Though Peter stood with a bewildered expression, deep down, he could not help but feel perturbed. Ever since he was bitten by the spider that gave him his powers, it seemed as if life went out of its way to screw with him. No matter the circumstance, whether good or bad, things always took a turn for the worst-case scenario. Spider-Man was the source of Peter Parker's misery, and he was sick of it.<p>

His personal life seemed to have become a plaything for others to pry through, and Madame Web, despite her 'infinite wisdom', was part of the guilty party. It was bad enough when she led him around in circles, being as cryptic as possible instead of giving a simple solution. Twilight only tried to find a way to return Peter to his home, but Madame Web destroyed the book before that goal could be reached.

His frustration continued to build, centering on both Spider-Man and Madame Web. If not for Spider-Man, Peter could be living a normal life at home, and if not for Madame Web, Spider-Man would be home dealing with his normal problems, not the irritating ones he's facing now. To top it all off, the same thief he met earlier, who found his costume, had followed him home fully aware of his hidden truth. It was a superhero's worst nightmare.

Peter could only frown hopelessly. _'I really hate my life sometimes.'_

"It certainly took you long enough to get back, Spider-Mane. I almost grew bored waiting for you," Trixie said, smiling devilishly.

"Well, you see traffic was murder, and we had to take the long way- ARE YOU CRAZY?!" Peter snapped mid-sentence, unable to repel his frustration any longer. "What are you doing here, you crazy thief?!"

"Yeah!" Spike jumped in, pointing at the mare. "We haven't seen you since Twilight exposed you for the phony you are!"

Peter raised his brow. "Oh, so you're a thief _and _a liar? Since you kinda broke into my friend's house, we may as well add 'burglar' to that list, too."

Trixie's eyes widened at the names given to her. "Watch your mouths!" The mare cleared her throat and allowed her confident grin to return. "After all, that's no way to talk to a pony who knows your deepest, darkest secret." She stopped to shoot the stallion a warning glare. "If you upset me, I'd have the mind to let all of Ponyville know who you are."

Taken aback, Spike waved his claws about defensively. "Ha! That's impossible! He's way too wimpy to be Spider-Mane and-"**  
><strong>**  
><strong>Peter held his hoof out to Spike, cutting the dragon's sentence short. Once Spike turned in his direction, Peter shook his head. "It's no use, buddy. She caught me fair and square earlier today." The frustration evident in his voice, Peter faced Trixie with a stern gaze in his eye.

Forcing herself from her seat, Trixie placed her hoof over her chest. "It is most fortunate for you that Trixie is merciful and willing to compromise." Trixie slowly walked across the room until she was only a feet away from the stallion and dragon. "You see, I'm not a bad pony. I only ask for one favor."

"A favor? Here I was thinking you came by to thank me for being a nice guy. Silly me. I shouldn't get my hopes up like that," Peter sarcastically droned as he shrugged his shoulders. Once Trixie's annoyed groan was heard, Peter rolled his eyes and threw his hooves overhead. "All right. Fine. What do you want?"

"Simple." Trixie paused for a moment, closing her violet irises to ignore the gazes of everypony in the room. Turning her head away, the mare finally opened her eyes and bluntly said, "I require food and shelter."

"Huh? Food and- what?" Peter's mind failed to register Trixie's words. Tilting his head to the side, the stallion furrowed his brow. "You sure you didn't mean 'money and power'?"

The blue mare's nose scrunched up before a scoff escaped from her mouth. "I am not that shallow, you dolt. I just... require aid." Her tone had lightened.

Too slack-jawed to respond, Peter continued to fumble over his response. Spike was in no better shape. He could only scratch the back of his head. However, after remaining silent for the entirety of the conversation, Twilight finally stepped between Trixie and Peter. Unlike Spike, who greeted the unicorn with hostility (rightfully so), Twilight gave Trixie a questionable yet hesitant look.

"Food and shelter? Did something happen to your home, Trixie?" she asked innocently.

In nearly the span of a nanosecond, Trixie's demeanor had changed drastically. At the sound of Twilight's voice, Trixie's hoof slammed into the floor with great impact. Her teeth grinding to the core and venomous glare centered on Twilight, Trixie let out a primal snarl.

"Don't you _dare _act like you don't know what's going on!" Trixie pointed her hoof at the lavender pony. "This is your fault to begin with!"

Twilight winced. "What?"

Peter's confusion only grew, evident by his heightened brow. "What _are _you talking about?"

While her anger remained intact, it diminished slightly when Trixie turned her attention to Peter. "You haven't heard? You must not have been in Ponyville at the time. I used to be a traveling magician." With her head held high, she boasted, "The Great and Powerful Trixie was my name!"

Scratching the back of his ear, Peter snorted. "Glad to hear you're modest..."

"My feats of magic were unmatched. A magical supremest, even. I was somewhat of a legend actually," Trixie said in honor of her own glory.

Spike folded his arms and chuckled. "That is, until Twilight showed everypony what a _real _magical supremest is about. She tamed an Ursa Minor while Trixie panicked."

Peter frowned questionably. "An Ursa Minor? Sounds like it belongs to the Museum of Unnatural History."

"Well, I hope she's proud of herself!" Trixie's rage returned full throttle. She began pacing around the room. "Because of that stunt, the Great and Powerful Trixie was reduced to nothing but an afterthought. Everything fell apart so fast. I lost so many costumers. Without any money, I lost my home!" Her hooves quivered, resisting the urge to ram the nearest object. "I was forced to move into a cave! A _cave_! Even worse, I had to resort to petty thievery just to buy food! Me! The Great and Powerful Trixie!"

"Maybe all of that lying wasn't such a good idea, huh?" Spike spat, earning a glare from Trixie.

Deep down, Peter bore mixed feelings for Trixie's situation. On one hand, it seemed she got what was coming, being a victim of karmic exchange, and it was clear Trixie was not exactly the nicest pony on this side of Equestria. However, her crime could be considered small in some eyes. For Peter, he saw Trixie as a misguided soul, and if pushed in the right direction, she could see that fame wasn't everything.

Fortunately, before he could say anything, his mind brought up a simple, nearly-forgotten fact. Peter brought his hoof over his forehead and sighed. More often than not, his will to do good overran his common sense.

"Hate to break it to you, but I don't have food or shelter to give," Peter said lowly, hating that he forgot something so obvious. "I'm sort of crashing with Twilight until I find a place of my own." The lie rolled off his tongue too naturally for his taste, but Peter nodded mentally, knowing it was at least believable when compared to the truth.

Trixie's eyes widened and jaw dropped with shock. "Are you sure? What about the bits I tried to take from you?"

Bearing a sheepish frown, Peter pointed his hoof at the lavender pony by his side. "It was Twilight's. She lent me that for the day. Sadly, I'm _always _broke." His mind huffed. _'Ain't that the truth...'_

"Well, this is certainly a surprise. I can't demand anything of you," Trixie mused with her brow raised. Though the situation looked bleak, the unicorn's posture remained as confident as ever. She closed her eyes. "So this trip isn't entirely pointless, I suppose I'll compromise and improvise." The scowl that her face bore earlier had returned, but the mare suppressed it in the form of deep sigh. "It seems Trixie will be living with you, too, Twilight Sparkle."

"...aw, applesauce..." Peter's skin and complexion paled, rivaling the temperature of snow, but his nerve returned, thanks to the guilt pulling inside of his chest. "Wait, Trixie. Don't drag Twilight into this."

"Do you have something _better _to offer?" Trixie's tone was rough, perhaps a sign of her diminishing patience.**  
><strong>**  
><strong>Peter's own frustration reached a new peak, evident by the defeated growl the stallion let out. Sadly, he knew he was beaten. "Well... no." He extended his hoof out in a pleading manner. "Just..." His mind slipped into an abyss of self-blame. "...give me some time to-"

As if fate were mocking him (again), an earth-shattering boom echoed across the reaches of Ponyville, sending tremors through Twilight's home. Trixie fell to the floor while Spike held on to the door for balance and support. Twilight staggered, nearly teetering over, but Peter reached out and wrapped his hooves around her body, stopping the mare's fall. Once the rumbling subsided, Peter gently released Twilight, earning a grateful smile in return.

"What in the blazes was that?" Trixie asked, placing her signature star-patterned hat back over her , an alarm of sorts went off in Peter's head. He turned around to see what caused such a disturbance, but his heart sunk into his stomach the second his eyes found a colossal-sized dragon halfway across the village. It's jet black skin and bright yellow eyes were impossible to forget, but Peter's mind screamed endlessly, demanding that the sight was an illusion.

"Three months. Three months! THREE MONTHS! That dragon is not supposed to be here for another three months!" Peter screamed with a mixture of disbelief and rage. Shaking his head, Peter ran forward, only stopping because Twilight had wrapped her hooves around his neck. "What the hell is he doing here?!"

Twilight pushed herself from Peter and stood in his path. "Peter, calm down! I don't really-"

"Spider-Mane!" the dragon's roared, his voice loud enough to pierce the heavens. Taking a wild swing, the beast destroyed the upper half of the clock tower, sending thousands of shards of masonry everywhere. "Come out and face me, coward!"

Peter's expression grimaced. The dragon was looking for him. No. Bearing his teeth, Peter dropped his head shamefully. The dragon was searching for Spider-Man and destroying Ponyville in the process. Once again, instead of doing good, Spider-Mane only caused more misery for those around him. The ponies of Equestria were innocent victims of this endgame, and Peter only had himself to blame. With a heavy heart and raging soul, the stallion galloped inside of the house and stopped next to Trixie, where his backpack rested.

"This is all my fault." He muttered endlessly as he slid his costume over his body. "Trixie! Spike! Twilight!" Peter had not slowed any. Using his hooves, he placed his mask over his head. "You three get out of here! Don't wait up." He hopped past everypony until he landed right outside of the door.

"Peter, stop! Your powers are fluctuating!" Twilight called out, her voice filled with worry. "We should stop and think about-"

"I don't have time for that!" Peter's voice had grown shaky, drowning with misery. With his costume fully on, mask and all, Spider-Mane turned to face Twilight. "That dragon is here because of me. I have to do something."

Extending his hoof out, a strand of webbing shot out and latched onto the nearest building. With no time to spare, Spider-Mane swung into the sky, hopeful he could prevail against the beast that bested him the last time. Twilight watched the stallion disappear into he night. Her heart felt heavy, as if it felt the very guilt Peter was shouldering. She shook her head, unaware a stray tear had fallen from her eye.

_'Peter. It's not your fault.'_

* * *

><p>The dragon's path of destruction continued without pause, resulting in massive collateral damage to Ponyville. After crushing a fruit stand with its foot, the dragon's eyes furrowed at the lack of pony sightings. Clenching one of its claws, a vile smirk formed on the dragon's face.<p>

"They must have gotten wind of arrival and evacuated." With his sights set on the Cakes' shop, the dragon raised his claw high above his head. "I can only hope the bug shows up before the entire village is reduced to rubble."

Right when the dragon readied to slam his claw through the building, several balls of webbing soared across the night sky. Expanding upon impact, the webbing covered the entirety of the dragon's face, including his eyes and snout. That same second, Spider-Mane leaped from the nearest building and delivered a swinging kick across the dragon's jaw, managing to send him staggering back. Planting his feet to regain his balance, the dragon ripped the webbing from his face.

"So you arrived, bug," the dragon growled, bearing his fangs.

Spider-Mane perched himself on the side wall of a building. "Likewise, but you're a tad early. It's never good to lie to your host." The frustration in his muffled voice could still be felt. "If I'd known you were coming back so soon, I would've baked you a cake."

"I assure you, this wasn't of my choosing. Master Discord sent me back specifically to deal with you."

Pushing himself from the building, Spider-Mane flipped skyward, landing on the rooftop. "So Discord's not with you? Makes sense, I guess." The stallion scoffed harshly. "I've only been around you for a few seconds, and I'm already sick of you, too."

"My master's time of arrival has not changed. Two and a half months, Discord will return. Sadly..." The dragon reached back before bringing his claw forward in a deadly slash attempt. "You will not live long enough to see that day!"

"You know, I'm curious." Spider-Mane back-flipped off the building, avoiding the claw that would have otherwise crushed him. Before he could reach the ground, Spider-Mane released a strand of webbing from his hoof and proceeded to swing. "Everypony knows about Discord, but they don't know anything about you. Who the heck are you supposed to be?"

"Easy. The one who's going to kill you."

"Oh! Welcome to the club! They're having jackets made!" Spider-Mane gracefully landed on the ground directly underneath the dragon. "So what are you, a quadruple XL or an extra medium?"

The dragon stomped the ground as he let out an aggravated roar, but Spider-Mane flipped to the side at the last second. His razor sharp fangs drawn, the dragon held his claws out and towered over the stallion.**  
><strong>**  
><strong>"I've heard enough of your babbling!" His body lowered, signaling his intent to kill. "Once I'm finished with you, I'll destroy this village!"

Spider-Mane's throbbing head began to ache thanks to the endless tingling of his spider sense. Once the dragon lunged forward, Spider-Mane was able to react, jumping between his attacker's claws. However, Peter's eyes widened underneath his mask when he noticed his vertical leap was suddenly much lower than usual. The dragon noticed this change as well and took immediate advantage, swatting the stallion with a vicious backhand.

Peter's body bounced violently across the ground, like a pebble skipping across water, until it skid to a halt. Spider-Mane remained flat on his back, appearing lifeless at first glance, but he slowly came to, rolling onto his belly. The dragon laughed evilly from behind as Spider-Mane struggled to shake the cobwebs out of his head.

"You're really pathetic! What made you think you could actually beat me this time?" the dragon boasted, rearing his claw over his prey's body.

However, before he could hope to finish off Spider-Mane, lightning erupted from the sky. The dragon stopped in his tracks and peered up at the sky, curious to why the weather had changed suddenly, but his yellow eyes found a dark being shrouded within the clouds. Lightning struck again, revealing the figure's aura-like mane and royal blue irises.

"Halt, beast!" Luna roared, bringing more lightning down from the sky. "Your fight is with me now!"

Luna floated gracefully in the night sky, illuminating thanks to the moon's light. Her royal blue irises bore daggers through the dragon standing in the midst of the village, but the beast did not falter. Roaring at the princess in hopes to frighten her away, Luna only scoffed a response while her horn glowed with magical energy. The dragon jumped into the air with his claws and fangs drawn, but Luna lowered her head and aimed her horn at her attacker, firing an array of energy beams directly at its torso and face.

Completely stunned, the dragon fell in a downward spiral with no hope to break its fall and crashed headfirst into the remnants of the clock tower. The land shook from the impact as if an earthquake occurred. A large dust cloud escaped from the building and engulfed the entire village. As the dust spread, Luna managed to spot the costumed stallion finally making his way back to his hooves. Dropping from the sky with the grace of a feather, Luna landed next to Spider-Mane, but instead of offering a helping hoof, she gave only a glare.

"So, _you _are the one they call 'Spider-Mane'," she huffed, turning her back to the stallion. "It would appear you over-estimated yourself."

"I was only off by this much," Spider-Mane quipped, holding his hooves inches from each other. "Glad you came though, Luna. My powers are still acting screwy. Almost makes me wish I paid that darn power bill."

Luna furrowed her brow. "Powers? Just what is this that you speak of?"

"Oh, come on, Luna. I'm sure you remember your sister telling you that awesome story about the outworlder and his spider powers," he said offhandedly, causing the princess to glare. "My life story can't be so boring that you forgot already, but considering that this world is crawling with ponies, dragons, and Hydras, I guess I couldn't blame you if you did."

"You speak as if we're acquainted. My sister never mentioned such a thing." Luna's tone was blank, full of exasperation.

If not for his mask's design to hide facial features, Luna would have seen the horror that filled Peter's face. His mind unleashed a flurry of self-insults, ranging from tame ones such as 'idiot' to some even Wolverine would find offensive. It was bad enough that Trixie found out his secret through a mishap, but for Peter to just give himself away due to an assumption was insulting. Luckily, it seemed as if Luna had not realized the meaning behind Spider-Mane's words thanks to the puzzled expression she wore.

Unfortunately, in vintage Parker luck fashion, Luna's eyes widened at a belated realization. "Did you say 'outworlder' by chance?"

Peter greatly wished he could have kicked himself as he frantically shook his head in denial. "I said I'm 'out of this world'. It's totally different than 'outworlder', but it isn't much of a stretch. So I guess you _can _say I'm an 'outworlder'."

Luna only let out a small, irritated groan. The second her horn glowed with energy, Spider-Mane's mask appeared in a flash and floated helplessly next to Luna's head. Her expression suddenly stiffened, matching one full of seriousness. Once a fateful draft swooped in and brushed the side of Peter's exposed face, reality came crashing down with the force of a meteorite. Peter brought his hooves up in a pitiful attempt to hide his face.

"So it _is _you, Outworlder," Luna bluntly replied, using her magic to toss the mask into the stallion's face. She shook her head disapprovingly. "I can't tell which is worse- your inability to lie or your taste in wardrobe."

Pulling his mask back on properly, Spider-Mane leaped forward and pointed his hoof at the mare. "Hey! You can't use magic to do that! That's cheating in the worst way!" However, upon setting his eyes on the dust cloud that obstructed everything around them, Spider-Mane lowered his head and sighed. "I'm just lucky no one can see us right now. I don't need everyone knowing my identity. I have secrets I need keeping, you know. Comes with the superhero packaging."

"How could I have not seen it?" Luna stepped past Spider-Mane, chastising herself. "My sister indeed told me of how Twilight brought you into our world, but she mentioned nothing in regards to _this_."

The emphasis in her voice made it clear that she referred to Peter Parker and Spider-Mane as two separate entities.

"It's not her fault. I asked that my identity be kept a secret. I'm just..." He paused, feeling guilty for questioning Celestia's loyalty, "...surprised your sister kept her promise."

Luna stole a glance of Spider-Mane from the corner of her eye while her back remained turned to him. The signs were there. Twilight 'accidentally' brought an outworlder into Equestria the very same night Spider-Mane arrived to save Ponyville. The fact that Luna couldn't see past Celestia's front on both subject matters sent the princess into an emotional upheaval. This was a matter of national security, and Celestia felt the need to hide something so important from her sister.

It was clear Luna was not nearly as trusting as Celestia. Frankly, nopony was, but for her sister to go out of her way for an outsider whom nopony knew anything about was careless.

"I will have words with my sister, later," Luna huffed, the anger evident in her voice. Before Spider-Mane could mutter a response, Luna raised her hoof to keep him silent. "She places too much faith in an outsider. I am not so soft!" Slamming her hoof into the ground, Luna proceeded to walk to the debris in the dragon was underneath. "Leave immediately. You shall only hinder my progress."

Spider-Mane shrugged his shoulders. "While I am used to be being told to get lost, especially by girls, I can't just leave. That dragon is here because of me. I have to see this through. Ponyville is _my_ home, too."

"This is not a debate! Leave now, or I-"

Suddenly, a large claw erupted from the pile of debris, sending shards of masonry all across the vicinity. Luna tried to focus on the dragon's locale, but due to the dust cloud surrounding her, all she could make out was a silhouette. A large ball of flame burst through the cloud and toward her location, like a burning river slicing through the sky. Spider-Mane pushed the princess back at the last second, the fire scorching the ground where she had previously stood.

Dusting the ash from his costume, Spider-Mane waved his hoof across his face. "Dude, breath-mints won't kill you."

"I do not require help!" Luna yelled, glaring down on the stallion more than she had the dragon.

Before she could react, Spider-Mane shot a strand of webbing onto her chest and pulled Luna over in his direction, away from the claw that nearly snatched her away. Perched on the top of a pile of debris in a crouching position, Spider-Mane released his webbing and flipped over a slash attempt. Galloping full speed upon landing, Spider-Mane leaped into the air after the dragon, but he seemed to have anticipated it, his wings lifting him off the ground and out of the hero's range.

However, before the dragon could counterattack, Luna appeared right above his head, unleashing a downpour of magical bolts. Withstanding the assault, the dragon reared its claw back, but Spider-Mane shot several strands of webbing around it, preventing the beast from finishing its attack. The dragon snatched the stallion's web, pulling Spider-Mane towards him, but the hero recovered in midair, flipping to a graceful landing on the top of the dragon's head.

Luna's brow furrowed at the sight. "Cease this nonsense! Leave now!" she shouted, sending a another flurry of beams at the dragon.

Spider-Mane watched the beams close in, but thanks to his heightened reflexes, he leaped down onto the dragon's snout and webbed the entire upper portion of his face, blinding his attacker before the beams struck. The impact caused the dragon to recoil violently, sending Spider-Mane flying skyward. However, extending his hoof, Spider-Mane shot a strand of webbing to the dragon's snout and used it like a bungee cord to end his unwanted flight. Zipping through the sky with the speed of a bullet, the stallion threw a wide kick, connecting to the side of the dragon's cranium.

Losing its equilibrium, the dragon fell from the sky and crashed back into the ground. Spider-Mane, despite the immense height of his fall, landed perfectly on his hooves, flipping from a rooftop to the ground. The creature seemed to have finally been grounded, remaining prone on his stomach. Luna slowly descended from the sky, making sure to keep the beast in her line of sight. However, her wide eyes fell on the stallion.

"It seems he's even stronger than I thought..." she muttered barely above the hint of a whisper. Once she landed, the princess gave the stallion a stern glare. While she did not approve of his actions, Luna could not deny how impressive the Outworlder's performance was. However, her pride remained as sterling as ever. "I did not ask for your help," she said dismissively, shifting her sights away from the stallion.

He shook his head. "I know, but I wasn't going to leave you alone. Not when I have the power to make a difference."

Her glare found its way back to the stallion. "Equestria is _my_ responsibility, Outworlder. You're only wasting your energy for a home that's not yours."

"Sorry, but I'm not going to sit back and do nothing. I have to take responsibility."

Luna frowned at the one who defied her so valiantly, but she smiled inwardly at the nobility of these same actions. An outsider fought for a village that wasn't his own, and despite orders to abandon this duty, he stood firmly behind his cause. This was the same pony that went on about pointless bauble regarding Luna as a bat. Underneath that stupid exterior beat the heart of a knight, full of valor and honor. Her royal blue irises filled with guilt. Celestia must have sensed this about the Outworlder, explaining why she trusted him so easily.

Luna shook her head defiantly. He was still an outsider, and Luna refused to be as soft-hearted as her sister.

Unfortunately, the dragon rose the life, swinging its enormous claw towards Luna. It happened so fast, in the span of a second, even. Luna looked on dumbly as the claw closed in, unable to react in any way, but a force shoved her back, just out of the dragon's reach. Luna's eyes widened as they found Spider-Mane was the one responsible. However, he had not enough time to save himself, too. The claw hit his body with the force of missile, sending Spider-Mane across the village and through a concrete wall. The structure gave away, and the entire building fell on his frame afterward, burying Spider-Mane entirely.

The dragon grinned maliciously. Luna, however, stood as still as an oak. Taking advantage, the dragon reared his claw back to finish Luna, but the sound of thunder in the sky stopped him. Though the entire village was still engulfed by the dust cloud, strong gusts began to sweep through the land, clearing the air. The sky turned black, matching the scales of the dragon, but several chains of lightning strikes lit the sky. The dragon winced at the sudden change of atmosphere, and his yellow eyes only grew wider once they fell on Luna, whose eyes glowed with a brightness that rivaled the purest of light.

"You are nothing more than an untamed beast!" Luna's voice echoed across the village with as much volume as the thunder that roared overhead. The light in her horn glowed with a marvelous light. "Back to the pits that spawned you!"

* * *

><p>In the astral plane, Discord's brow raised. The spirit simply shrugged nonchalantly, letting out an exasperated groan. "Can't say I'm surprised he failed." Pausing for a moment, Discord chuckled sarcastically. "Oh, of course I knew he would fail."<p>

Placing his hand over his chest, a confident smile formed on the spirit face. "Luckily, I saw this coming from a mile away." He turned back to focus on a small orb, its image blurry and disoriented. "That Parker kid is proving to be quite bothersome."

The orb glowed in response to Discord's statement, causing the spirit to nod in agreement. "Yes, indeed. So I take it we have a deal?" Once the orb glowed for a second time, Discord folded his arms and chuckled. "Very good. I shall bring you in two months time. Are you certain you and your associates are up to the task?"

After a few moments, Discord wrapped his hand around the orb and smirked. "We shall see if your group truly is as sinister as you say, Osborn."

* * *

><p>Electrical currents sparkled from Luna's horn as the color in her eyes returned. Her body quivered, tremors pouring through her muscles. Chains of energy held the dragon in place, binding his limbs against his body. With a scowl, Luna raised her horn, in turn lifting the dragon from the ground. In the past, such a spell was nothing to perform, but Luna's body had not yet returned to its full maturity since the day she was freed from Nightmare Moon. Despite that, Luna's magical grip was too sound for the dragon to slip free.<p>

"Know this, beast. It will be a long time before you see the light of day again," Luna growled, causing the energy to spread around the dragon's entire body. "I assure you. I only offer you mercy because it is an action my sister would take."

The dragon opened his fanged mouth, but a chain of energy wrapped around the jaw, slamming it shut.

Luna scowled. "Silence." The energy burned brightly. Suddenly, the dragon's body began to fade. "Spend the next millennium encased in stone!"

With no way to scream, the dragon growled as the energy around his body seemingly dissipated. His limbs quickly grew stiff, but the dragon wanted to inflict some sort of pain unto the princess, lunging his claw forward. However, his speed matched that of a tortoise, and much to his dismay, his black skin steadily changed to match the tone of gray. It felt as if Luna was only inches away, but the dragon could no longer move his limbs. Despite his defeat, the beast remained defiant, giving one last roar as the last of his body turned to stone.

Seconds seemed like minutes. Luna stared at the frozen creature with intent, not wanting to be caught off guard for a third time. Small beads of sweat ran down the forehead of Luna, who only exhaled softly in her victory. She hated invoking such a punishment on anypony, but the beast was feral without remorse. If she hadn't, it would have continued its path of destruction all across Equestria, and Luna refused to allow anything to happen to her subjects.

Her eyes widened at a late realization. She turned her head in the direction of a collapsed building across the village. "Spider-Mane!"

Luna teleported over to his area, only to find a mass of rubble and broken masonry. Knowing he was buried underneath somewhere, Luna used her magic to lift several slabs of stone around the area at once and repeated the process upon failure to find her target the first time. As her search continued, Luna could not ignore the twinge of guilt that pulled at her heart. All because she refused to yield to her pride, somepony was gravely injured or, worst off, dead.

The outworlder took a blow meant for her. The frown on the mare's face deepened. She treated Peter with disrespect when all he had done was protect those around him. An apology had to be made, prompting Luna to dig through the debris with increased vigor. However, before she could continue her search, the floor began to shift a bit, stirring to life in a sense. Luna let out a yelp when she nearly lost her balance, but she recovered, allowing her wings to lift her from the trembling ground.

Upon closer inspection, Luna learned that the 'ground' she just stood on was actually a giant piece of broken concrete, good chance being one of the walls of the building that remained mostly intact. Landing in front of the concrete, she readied to use her magic to lift the masonry, but her concentration broke the second her eyes found an amazing sight underneath the rising rubble. Spider-Mane slowly rose, lifting the weight over his body not with his magic but with a single hoof.

With a single push, he tossed the wall several feet away, causing the rock to explode into pieces upon its landing. Spider-Mane forced himself back to a vertical base, standing on two hooves, and much to Luna's escalating surprise, with the exception of his tattered costume, the stallion appeared to be fine physically.

Brushing the dust from the costume, Spider-Mane groaned, "Another costume torn. Rarity's going to kill me."

"Outworlder." Luna's words snapped the stallion out of his daydream. Her voice had grown soft, quite the opposite of its usual firmness. "Is everything... all right?" she hesitated, her concern vocally evident.

Spider-Mane worked his shoulder in a circular motion, smoothing out the aches imbedded in his muscles. "Sure, all things considered," he nonchalantly replied as his mask's lenses furrowed. "My spider sense is going off anymore. I'm guessing the dragon's gone? Or unconscious? Either would be great."

Luna merely shifted her eyes, prompting Spider-Mane to follow her line of sight until he found the gigantic statue standing in the midst of the village.

Tilting his head to the side, he dumbly replied, "Huh. Turning him into stone works, too."

"It is a binding spell. He shall remain this way for several life times."

"Looks like he'll make a nice lawn decoration and put garden gnomes to shame."

"He will _not_ be staying here," Luna strongly affirmed before she disappeared, reappearing next to the dragon's foot. "I think it's best to take the beast to a secluded location. I assure you. He will not be disturbing anypony for quite some time."

Shrugging his shoulders, Spider-Mane gave a simple nod of approval. "That's a good idea." As if sobering, the stallion's gaze fell to the ground while a low sigh escaped from his mouth. "I'm really sorry about this. Ponyville paid a price it shouldn't have because of me. Now I definitely can't blame you for not trusting me."

Luna's eyes softened, filling with sympathy. The amount of guilt the stallion exuded was overwhelming, even affecting the usually iron-willed Luna. The outworlder was still, as she originally thought, an outsider, but his actions tonight proved that he carried a sense of nobility only a knight would share. Given, she still had some reservations about the outworlder regarding his powers and origin. Deep down, Luna felt once she heard the truth, only then could she pass on her honest judgment.

_'Corrupting darkness, huh? I know what that's like.'_

Those words echoed throughout her mind, adding to Luna's growing curiosity. Another time, she thought, tuning out the words within her mind. Instead, Luna turned her back to Spider-Mane and centered her concentration on the colossal statue towering over her. Magical energy suddenly enveloped the petrified beast. Luna turned to face the stallion, revealing her horn was the source of the scneario.

"There is much we still need to discuss, Outworlder. When that time comes, you will provide me with answers. Is that understood?"

Spider-Mane's gaze remained fixed on the ground. "Yeah," he desolately replied.

"Your heroism _is_ to be commended though," Luna softly followed, bringing Spider-Mane's gaze to meet her own. "On behalf of Ponyville, I thank you."

Flabbergasted, Spider-Mane reached out to the mare. "Wait. Did you just-?"

"We will meet again, Outworlder."

That very instance, both Luna and the dragon disappeared in a bright flash of light. Spider-Mane sighed, knowing teleportation was outside of his own magical jurisdiction. With magic as powerful as Luna's, there was no telling where she may have gone, but as long as the dragon was taken care of, Peter had little reason to worry. Upon analyzing his surroundings, several voices neared his position, and deciding if it were the ponies of the village, Peter knew it'd be best if he made his exit as well.

Leaping into the air, Spider-Mane proceeded to bound across the rooftops of the village. Stopped in his tracks the moment he saw a group of ponies run through the streets, each inspecting the damage done in their own way. The lingering feeling of guilt returned, and Peter could not help but blame himself for what happened to Ponyville. However, before he could hope to dwell on the matter, his eyes finally focused on a pair of large, crossed yellow irises that stood only a few inches away.

"Gah!" The stallion blurted out, staggering back and nearly losing his balance.

"Oh, my gosh! It _is _you! I knew it!" the mare happily stated, clopping her hooves together.

After an embarrassing amount of time, Spider-Mane recollected his nerve as well as his footing. Shifting his attention to the one that surprised him, his lenses furrowed at the wings on the mare's back. It was easy to forget a third of the population in this world could actually fly. The gray Pegasus' smile grew wider as the wind blew her blonde mane and tail back.

"Hey..." Spider-Mane's mind steadily recalled the mare's face from a not-too-distant memory. "I remember you."

"Yes! My name's Derpy! You saved me when I fell from the moving van." Her low voice grew higher in pitch, cracking between sentences. Her excitement was quite evident in her flapping wings and giddy demeanor. "I'm your biggest fan, Spider-Mane!" She resisted the urge to giggle, only managing to stifle it slightly. "You saved Ponyville again!"

"As much as I love fans, especially the ones of the number one variety..." Spider-Mane paused, glancing off to the side. "I'm sure you heard. That dragon was here because of me. It's my fault this happened."

"That doesn't matter. What he did was wrong, and you stood up to him."

Spider-Mane turned his head at the offhand comment. Derpy's posture remained energetic, but the smile on her face could only be deemed as honest. Derpy's smile only grew in width. Before Spider-Mane could react, the mare clumsily stepped forward and planted her lips on the stallion's exposed cheek underneath his partially torn mask.

Closing her eyes, Derpy giggled. "You always be _my _hero."

Despite the truth before him, Peter refused to believe what he was hearing. Back in New York, Jameson was quick to blame Spider-Man for everything bad that happened to the fair city, and it didn't help that the people often believed his tripe. Even if Spidey were to save the day, somehow, some way, the Daily Bugle would find a way to label him the bad guy. It was a tedious and unfair trade-off, but Peter felt as long as he did the right thing, that was all that mattered in the end.

Ironically, things were the exact opposite in Ponyville, where the ponies actually acknowledged his deeds. Peter's cynical side surfaced, pointing out that a single pony did not speak for an entire village, but it dissolved once the sound of cheers echoed from beneath, prompting Spider-Mane to look down from his position. A small group of ponies whooped and stomped their hooves into the ground, the Equestrian equivalent to applause.

The number of ponies grew, joining the others to cheer the costumed stallion on, and before long, it seemed as if the entire village gathered before Spider-Mane. While Peter still harbored a grudge against Madame Web for toying with his life, he couldn't deny the joy he felt of the simple gratitude the village gave. Spider-Man/Spider-Mane was still a hassle to put up with, but Peter admitted deep down, Ponyville's inhabitants made the bruises worthwhile tonight.

With a smile formed on his face, though his mask hid it from everypony's view, Spider-Mane placed his hoof on Derpy's shoulder and muttered a simple 'thanks' into her ear. The mare sighed blissfully as her heart threatened to leap out of her chest. Before anypony could react, Spider-Mane leaped high into the air and shot a strand of webbing across the village, zipping completely out of sight in an instant. Derpy watched the sky intently with her cheeks stained a fair shade of crimson.

She only hoped she could see him again soon.

* * *

><p>It felt as long as an eternity, but Peter finally reached Twilight's home. Climbing the tree was usually easy, especially with his wall-crawling abilities, but his lingering injuries made the trip painfully difficult. With a quick peek through the window, Peter saw nopony in Twilight's bedroom and swiftly crawled through the opening. Unfortunately, the moment he reached the inside, his strength faded, leaving Peter to fall from the wall to the solid wooden floor with a smack.<p>

Flat on his back with nothing left to give, Peter pulled his torn mask from his head and tossed it to the side. The door flew open, cracking against the shelf behind it. Twilight dashed into the room afterward, her eyes widening at the prone figure on the floor. Sliding over to his position, Twilight placed her hoof on his chest, concern filling her violet pupils.

"Peter! I heard you from downstairs. Are you okay? What happened?" she asked in a panic.

Despite his injuries, Peter found a way to smile. His trembling hoof rose, eventually falling on top of Twilight's. "I'm okay. It's too much to get into tonight, but I can safely say that our dragon problem is over."

Exhaling, Twilight knocked Peter's hoof away in frustration. "It was stupid of you to run off into danger." However, the mare's demeanor softened when Peter's smile morphed into a teethy grin. The inside of her chest grew hot, and Twilight could only giggle in response to the tingly sensation she felt within her stomach. "I'm just happy to see you're safe."

"Trixie is also happy to see you."

All of the blood in Peter's body grew cold, leaving his coat as white as Rarity's. Trixie inched over to Twilight and into Peter's viewpoint without her signature star-patterned attire, revealing her short silver-blue mane. She gave the stallion a cheeky grin, receiving only a lowly groan in return.

"Is this the part where you reveal your secret that you've been working with the dragon all along? If so, I'll say it now," Peter said, pausing to raise his hoof, "...called it."

Trixie furrowed her brow in annoyance. "Good to see you're alive enough to crack jokes."

Twilight placed her hoof on Peter's shoulder, bringing his gaze to meet hers. Their faces only inches apart, her expression suddenly matched one of seriousness. "Peter..." she hesitated, shifting her eyes from the unicorn back to the stallion. "Trixie will be staying with us for a while."

Before Peter could hope to protest, Trixie closed her eyes and held her head high, all while keeping her confident smile intact. "I'm counting on you to take care of me. Will it not be wondrous, Parker?"

Peter wanted to find the entity that was known as the 'Parker luck' and stomp it into submission. Another part of him wanted to go back and give Madame Web a lecture on toying with people's lives. There was so much Peter wanted to do, but he knew from his track record, there was nothing he could do at the moment. For now, he prayed to the heavenly creator of the universe and begged that the days to come would not be completely unbearable.

Once Trixie placed her hoof over her mouth and laughed uproariously, Peter's hoof met his forehead with a clop. "Why didn't the dragon just kill me?"


	15. Acceptance

_**The poll was dropped then recreated. Take a moment to vote when you can. ^_^**_

* * *

><p><em><strong>Chapter Fifteen "Acceptance"<strong>_

Early rays of light filtered through the window's of Twilight house, bringing the lavender mare's gaze from her book. Repositioning herself in her seat so that her flank fell further into the couch's cushion, Twilight stretched her hooves over her head and smiled brightly. She had woken up quite some time before daybreak, unable to keep herself asleep for long. Today was meant to be a grand one, and Twilight couldn't be happier.

A week had passed since Spider-Mane saved the village from the dragon (once again), but this time in order to give the masked hero a proper show of gratitude, Mayor Mare decided to host a celebration in his honor. After everything that Peter had gone through, both in his old home and Equestria, Twilight felt it was the least her friend deserved. A burning anticipation washed over her being, despite the chill that traveled in the early morning air.

"Sparkle... I am in need."

Trixie's voice echoed from upstairs, transforming Twilight's bright smile into an exasperated frown. It had also been a week since Trixie moved in. While her demands were simple, regarding food and shelter, it did not change the fact that Trixie came off as a spoiled brat, forcing everypony to cater to her every whim. Adjustments were made throughout the week, but the biggest change was Trixie being given Twilight's room, forcing everypony to move into the living room.

Twilight let out a defeated sigh. All things considered, that situation could have been worse. Feeling obligated to help Peter and make amends with Trixie, Twilight did what she could despite the amount of annoyance the latter generated. While the couch was not nearly as comfortable as her bed, it sufficed on the grounds of providing sleep for the busy mare. Spike's bed was moved downstairs as well, but Peter willingly gave all rights of the couch, his previous sleeping spot, to Twilight and chose to sleep in the library with only a blanket.

Her lips curled into a smile. Even now, Peter's selfless nature remained intact.

Not wanting to irritate the waiting unicorn, which was easier said than done, Twilight trotted upstairs to her bedroom where Trixie rested. Once through the doorway, the blue unicorn lazily stirred, brushing her hooves across her eyes as her silver-blue mane, mangled from sleep, fell over her face. The chilling temperature had gone unnoticed to Trixie, thanks to the thick quilt wrapped comfortably around her body, and she eventually spotted the unicorn standing across her position, scoffing in response.

"Certainly took you long enough." Her voice was as condescending as ever. Placing her hoof over her mouth, Trixie feigned a few coughs. "My throat grows dry. Provide Trixie with a means to quench her thirst." She closed her eyes and waved Twilight off. "Post haste."

"All right." Twilight shrugged her shoulders, thanking the request was not as tedious as past others. Twilight turned but stopped by the door. "Trixie. I'll be leaving in a few to help finish with the preparations for the festival. So you'll be on you own for most of the day. Is that okay?"

Trixie shook her head with a humorless smile on her lips. "Ah, right. The Spider-Mane festival. Trixie almost forgot it was today." Stealing a glance at the window, Trixie shielded her eyes from the sun's intruding light. "You are not required to ask for my permission regarding your personal business. So it's fine. I don't really care what you do," she said offhandedly, pausing to allow her confident grin to surface. "Perhaps Trixie will grace everypony with her presence as well."

Twilight smiled. "Thanks, Trixie. I-"

Trixie turned her head away and huffed. "Don't." Her tone had turned bitter. "We are not friends." Pulling her quilt back over her head, Trixie hid her face from Twilight's point of view. "I'm still waiting for my drink."

Breaking her gaze away from Trixie, Twilight shook her head with a saddened look in her eyes. She had not expected Trixie to forgive her so soon, but it was clear Twilight hoped to at least mend some of the bad history between them. As she made her way downstairs, Twilight noticed the door to the library had been left open, prompting the mare to take a look inside. Usually, Peter would have been found in the center of the room, but instead only his blankets were left behind, folded in a neat stack.

"Well," Twilight paused, raising her brow, "where could he have gone at this hour?"

* * *

><p>Rarity shook her head disapprovingly at the tattered costume on her table, the numerous tears giving the designer an ulcer deep down. Her large blue irises blankly stared at the stallion next to her, who scratched the back of his head sheepishly in response. She accepted the damage done by the dragon. After all, dragons are colossal beasts, and Peter saved the village from one (twice). However, there had not been any sightings of a dragon, or anything for the matter, since the incident had been rectified.<p>

"You behemoth! What happened _this _time?!" Rarity pegged, lifting the costume from the table.

Peter closed his eyes and shrugged. "Funny story, actually. It's almost as funny as the time I accidentally washed my whites with the costume. Man, everything was pink, even my unmentionables, but that's nothing compared to-"

Rarity's hoof fell over Peter's mouth, ending his rambling tirade. "Answer the question, darling."

The stallion was silent for a moment, an amazing feat on its own merits. "Well, Rainbow Dash wanted to spar last night. Thing was, I found out I wasn't fighting a pony but an angry bull. One thing led to another, and I, uh-" The rest of his sentence diminished into incoherent mumbling, making the latter impossible to understand.

Waving her hooves, Rarity edged closer to Peter. "What? Don't dawdle. Tell me!"

The images of last night were too clear to forget. In the midst of their sparring match, Peter shot a strand of webbing to Rainbow Dash's back, but he hesitated, not wanting to pull the mare down too roughly. That proved to be a most fatal mistake on Peter's part. Rainbow took to the sky at high-speed, and Peter instinctively held on to his webbing, thus making his second crucial mistake of the evening. Determined to shake off her opponent, Rainbow flew through the forest, missing every tree in her path.

Unfortunately, Peter was not so lucky.

"Long story short, I'm never riding shotgun with Rainbow Dash again," Peter grimaced, shaking his head for every tree he 'encountered' last night.

Rarity, unimpressed with the tale, only exhaled. "You're both incredibly brutish and inconsiderate. The celebration is today. What could you have possibly been thinking?"

Scratching the back of his head, Peter plainly stated, "I wasn't."

"Indeed. You weren't." Rarity pulled the costume from the table and gently tossed it over Peter's face. However, the mare managed to smile, using her hoof to lift the spandex from his eyes. "You are most fortunate I prepared for such a situation."

Peter raised his brow, unsure of what the mare meant by her statement, and that same moment, Rarity trotted across the room until she reached her cupboard. Opening the door, Rarity quickly found her target of interest resting on the bottom shelf and used her magic to levitate it into the air. As she closed the door with her back hoof, Rarity dropped a black box on the center of her bed. With a couple of clicks, the box flew open, and once Peter joined the unicorn's side, he bore witness to a pair of fresh, not to mention new, pair of red and blue tights.

"You made a spare? That's awesome!" Peter exclaimed, placing both of his hooves on Rarity's shoulders.

"Yes," she calmly replied, pushing his hooves away. With her stern gaze locked on his hazel irises, Rarity placed her hoof against the stallion's chest. "...and I expect you to take care of this one." Shaking her head, she stole a quick glance at the shredded costume across the room before settling her sights back on Peter. "At least until I repair the other. Would you consider it, darling?"

Peter nervously chuckled. "I can try. No guarantees."

Rarity mock-frowned, poking her lips out in a pouting fashion. "You have to look good for everypony, Peter. You can't accomplish that as a shredded mess." Her lips curled into a genuine smile. Rarity placed the costume over the stallion's neck, not before giving Peter an affectionate wink. "You should get ready. Your public is waiting."

Tossing the costume in his patented backpack, Peter turned to make his leave but stopped, taking a moment to wrap his hooves around Rarity's neck. The mare lost her nerve, melting in the stallion's grasp, albeit swiftly. In his dense nature, Peter relinquished his hold and trotted out of the room with a goofy grin on his face.

"This is totally new for me. I'm used to having a town hate me, but it's nice to be proven wrong every now and then. I'll try not to lay an egg." Peter gestured a wave before completely exiting Rarity's home.

Rarity felt the temperature in her cheeks rise. She hated acting so flustered around anypony, and it seemed her conditions only worsened around Peter as time went by. The fact he was oblivious frustrated the mare to an extent, but she was grateful, fearful on what would happen if Peter ever realized what he was doing. Rarity shook her head, pushing those foalish thoughts to the side. A matter for another day, the mare turned, but she looked around aimlessly, exhaling at a late realization.

"Well... what shall _I _wear then?"

* * *

><p>Several hours had passed, the sun perched at its highest point in the sky, and the festival was underway. Ponies gathered in the middle of the village before a large stage, where a pony with a pale amber coat and ocean blue irises stood behind a podium. Banners and posters were placed all around Ponyville, each with a different illustration of Spider-Mane on display, and some of the ponies practiced a similar trait, wearing various forms of merchandise in the hero's honor, from shirts to plastic masks.<p>

Brushing a strand of her blueish gray mane behind her ear, the mare behind the podium giggled into the microphone and gestured a wave, managing to grasp everypony's attention in the area.

"Greetings, everypony. I'm Mayor Mare, and I would like to officially welcome you all to the Spider-Mane Appreciation Festival!" she enthusiastically cheered, clopping her hooves together.

The village's cheers echoed throughout the skies, reaching the edge of Whitetail Wood, and their accumulated applause sent tremors across the earth. The cheers only increased in volume when a new banner opened directly behind Mayor Mare, revealing a sketch of Spider-Mane in a midair pose. After a few moments, the mayor raised her hoof, prompting everypony to simmer down. Once silence ran through the village air, Twilight and Rarity stepped from the front row underneath the stage and took their places alongside Mayor Mare.

"As many of you are aware, our village has fallen prey to a dragon attack. Not once, but twice," Mayor Mare sternly stated, pausing to face the banner behind her. "However, the selfless acts of a single pony saved our village on both occasions."

Within the front row, Rainbow Dash edged over to Applejack with her hoof over her mouth. "So why isn't Princess Luna here again?" she whispered, cautiously not to attract the ears of others.

Applejack shook her head. "She ain't want a part of it. Can't really figure why."

Before their conversation could continue, Mayor Mare stepped down from the podium, and Rarity rose to take her place, clearing her throat upon reaching the microphone. While today was much too hot to wear a dress and a t-shirt not being her idea for proper attire, Rarity sported a simple ribbon around her neck. Its color and design were reminiscent to that of Spider-Mane's costume, crimson and blue with a spider emblem in the center. Several ponies wore this same ribbon, including her friends sitting in the front row.

Rarity smiled inwardly. She was happy her design was becoming quite popular.

"Many of you may speculate whether Spider-Mane really exists or not. I admit, the idea of a pony strong enough to beat a fully-grown dragon into submission is absurd." The designer closed her eyes briefly. "However, from personal experience, I'm allowed to believe in the absurd." The emotions she felt from that night ignited within her chest. "If not for him, I would have perished in my burning home."

Her voice choked. Rarity withheld her emotions, not wanting to lose her nerve in front of everypony. The night never left her memories, haunting her mind every so often. Everything came so close to ending. She would have lost her friends, Sweetie Belle, and a chance to live out her life to the fullest. Her life only continued because Peter was there to save her. Rarity forced the lump down in her throat, unable to do the same with the tears forming in her eyes.

"Believe my words, Ponyville." She sniffled, allowing her lips to curl into a smile. "Spider-Mane is very real, and I'm eternally in his debt."

Ponies among the first row smiled in correspondence to Rarity's words, but Derpy, having a seat next to Fluttershy, rose to her hooves. Instead of a ribbon, she instead wore a shirt with a heart next to Spidey's face. She cheered loudly for a moment, leaving several others to follow suit, applauding with great earnest. Rarity left the podium, allowing Twilight to take her place. Once Rainbow Dash pulled Derpy back into her seat, the cheers diminished, leaving a smile to form on Twilight's face.

"Not much is really known about Spider-Mane, but he always seems to arrive when we need him most. Whether he's gone or somewhere in Ponyville, let's show him that we appreciate what he's done for us!"

Afterward, confetti fell from several party balls skewed across the village, falling from the sky like leaves lost in a drift. Everypony scattered, preparing to enjoy the activities available, but somepony screamed out, pointing to the sky. Swinging through the confetti, Spider-Mane released his webbing and landed on top of the stage, directly above Twilight's position. Once all eyes in the crowd spotted the hero, their cheers increased in volume, and the applause heard could have easily been mistaken for an earthquake.

Spider-Mane remained perched on the stage, like a hawk watching over the land.

_'This is surreal. They actually like me here! Normally, I'd find a bunch of ponies cheering me on weird... while wearing merchandise nonetheless... but this is really happening. They even have Spider-Mane flags!' _

He awkwardly waved at the crowd, specifically at the mares gathered on the front row. A sense of warmth coursed through his body at the sight of Applejack, Pinkie Pie, Fluttershy, and Rainbow Dash sporting his Spidey ribbons around their necks. However, Derpy caused a sheepish grin to form under his mask. The mare's shirt was enough to win Peter over, but the small, stitch Spider-Mane doll she held over her head pushed him into a world of blissfulness and madness.

_'There are dolls of me? Nothing says 'acceptance' like action figures! If this turns out to be a dream, God, that would be really low. It'd be even worse if I spontaneously combusted for no reason. Then I'd know you hated me for sure.'_

In his trance, Spider-Mane lately realized Twilight waving her hoof, motioning for him to come down. Shaking his head, the stallion flipped into the air and latched a strand of webbing onto his previous position. Spider-Mane descended slowly (albeit upside down), stopping just above the ground, beside Rarity, and behind Twilight. Mayor Mare rushed up to the stallion, her excitement evident in her movements, and repeatedly clopped her hooves together.

"It is great that I finally get to see you!" Mayor Mare reached out and grasped his hoof with two of her own. "On behalf of Ponyville, I'd love to thank you."

The mare's enthusiasm threatened to nearly shake Spidey's hoof from his shoulder, sending vibrations through the webbing he held onto. "As y-your f-friendly neighborhood Spider-Mane, I-I'm h-happy to lay the s-smackdown on m-my not-so-friendly n-neighbors."

Twilight giggled, turning back to face the crowd, who had grown even more eccentric since the hero's arrival. Stepping to the side, she offered her place in the podium. "Here's to the Amazing Spider-Mane! Do you have anything to add?"

Scratching the back of his head, Spidey readied to leap from his webbing, but the microphone magically levitated to his position thanks to Twilight, evident by her smile. Normally quick with his words, Peter found the thousands of gazes unnerving, and feelings of trepidation only worsened due to the eerily quiet atmosphere, as if the entire world hung by the edge of his words. This was a golden opportunity to start anew with a society that didn't hate him, and Peter was terrified that he'd find a way to squander it, like everything remotely positive in his life.

Spidey stammered aimlessly, unsure of what to say or how to deliver it. Fortunately, as if sensing Peter's weakening resolve, Rarity's hoof fell on the side of his face, and what followed was a soft peck on the cheek, thus freeing the stallion from his frozen trance. The side of his face practically burned, sending a wave of warmth coursing through Peter's spirit, and Spike's jaw dropped, his claws clenching with jealousy.

Shifting his gaze from Rarity to the ones standing in the front row, Spider-Mane relinquished his webbing, finding a way to land squarely on his hooves. For what seemed like a few seconds to everypony felt like an eternity for Peter. Ever since he arrived in Equestria, Peter found ways to gripe about the bad things despite the overwhelming amount of good that came to exist.

Gone was the bad press, away were the super-villains, and bye-bye went the amount of hatred Peter felt from others. Now, he had a village that accepted _and_ welcomed his supernatural powers. While the problems still gathered, they were admittedly welcomed compared to dealing with Shocker and Electro shenanigans, even though Trixie made that argument debatable to an extent.

However, in Equestria, he had something Earth or any world couldn't begin to replicate. Friends. Amazing ones, even. Applejack, Rarity, Pinkie, Rainbow Dash, Fluttershy, and Twilight had something no one else did. They knew Peter's darkest secrets, and instead of closing off their hearts, they accepted what stood before them, offering complete trust in return.

Applejack always remained honest, giving the truth even when it hurt to do so. Rarity continued to be generous, despite the number of costumes Peter found a way to destroy. Pinkie Pie always found a way to make him laugh, even during the hardest of times. Rainbow Dash, despite her jealous behavior at points, never once lost sight of her loyalty to Peter. Though he didn't deserve it, Fluttershy's kindness remained steady, the mare lending a hoof more often than she should have.

Then, of course, there was Twilight. Peter couldn't quite place his hoof on it, and even if he had, it seemed too cliché to believe. Twilight always seemed to have felt what Peter had, whether it was joy, guilt, anger, or sadness. Perhaps it was because the girl had a horrible knack for placing herself in others' positions too much, or if it was something more divine. Peter wasn't certain, but a strong bond, in which he could not deny, had been created.

Spider-Man may have been responsible for many faults in his life, but right now, Peter had to thank his alter-ego. If not for the superpowers, he never would have had the chance to live a new life with friends as irreplaceable as these. He was done whining. For as long as he clinged to the past, Peter would never see what the future had in store. Right now, the future was bright, and it was high time he enjoyed the ride. He'd forever follow Uncle Ben's words.

Just now. Spider-Man, or rather Spider-Mane, would use his power responsibly for the sake of his new home, Equestria.

With a new swing of confidence, Spider-Mane raised his hooves valiantly and stated into the microphone, "Ponyville, your friendly neighborhood Spider-Mane is here to stay!"

* * *

><p>The moon rose, giving birth to a new night. The festival came to a close, and everypony returned home. Within Twilight's home, Peter, no longer in costume, sat buried up to his neck with letters, each decorated with hearts and signs of approval. Applejack emptied another bag of letters onto his pile, giggling at the sight of her friend's widening grin.<p>

"There's so much fan mail! The most I ever got back at home were death threats in the newspaper and bills. I think I'm going to faint. I just hope I don't get a paper cut," Peter said, failing to organize the mess around him.

Pinkie Pie rose from the pile in a burst just inches away from Peter, giggling uncontrollably. "You can build a house with all of these letters! Better hope you don't have a big bad wolf coming after you. He'd just blow it down."

Exhaling, Peter placed his hoof over his chest. "Like you did my heart?"

Taking a seat across from the pile, Applejack removed the hat from her head, allowing her long blonde hair to fall across her shoulders. "Ah' think that's the last of them, Pete. That's enough mail to last a pony a lifetime."

"Tell me about it. It'll take at least a couple of days to get through Scootaloo's pile, let alone everything else." He pointed at the pile next to Twilight, who was busy organizing the letters by name. Peter shrugged with a grin. "Don't get me started on Derpy's collection."

"Oh, yes! I'm so happy for you!" Fluttershy nodded, politely handing a letter to Twilight.

Rarity entered the room with a small cup levitating next to her head, and after taking a small sip of the sweet contents inside, she placed the cup down onto the nearest table. "You certainly deserve the attention, darling. Now everypony knows how amazing you are," she said sweetly, earning a soft smile from Peter.

Rainbow scoffed, tossing an opened letter over her shoulder. "I dunno about 'amazing'. I kinda kicked his butt yesterday."

"My word! Can you not respect somepony's privacy for even a moment?!" Rarity stood slackjawed, her brow twitching madly.

Peter raised his hoof and waved it slightly. "It's okay, Rarity. I can actually use some help reading these."

"So with _that_ said...!" Rainbow Dash snatched another letter from her pile and tore it open. She rolled her eyes. "Most of these say the same thing. 'Amazing this'. 'Amazing that'." Her eyes finally settled on the letter in her hooves. "This one's even from... _what_?!"

Everypony turned at the Pegasus' outburst, only to spot Rainbow tumbling from her spot and crashing headfirst to the hard wooden floor. Before anypony could check on her condition, Rainbow leaped to her hooves, ignoring the knot protruding out of her mane. She sped over to Twilight, unknowingly knocking Peter out of the pile, and rammed the letter directly into her face.

"What am I looking for, Rainbow?" the unicorn murmured, the text too close for her eyes to see clearly.

Rainbow pulled away, the look of shock having imbedded itself into the mare's face. Throwing her hoof over her eyes, she eventually surrendered the letter over to Twilight. "Just read it."

Peter, with his head on the ground and body drooped over Fluttershy's, groaned. "Don't tell me it's junk mail. Darn advertisers. They can't take a hint that no one wants their business."

"I believe you mean 'nopony'?" Fluttershy weakly added, trying not to focus too deeply on the way her skin tingled from Peter's touch.

"It's not junk mail. It's from..." Twilight's eyes widened at the name etched on the top of the letter. "Spitfire?"

Everypony shifted their head in Twilight's direction, but Peter remained undeterred, merely raising his brow. "Who now?"

Rainbow Dash flew over, the wind blowing across Peter's face once it caught up with the Pegasus. "Who is Spitfire?! She's only the leader of the Wonderbolts! Do you live under a rock or something?!"

The stallion shrugged his shoulders. "Well, I've only been in this world for three weeks now."

Rainbow's shoulders fell in a slump. "Oh... right."

"Um..." Fluttershy murmured, causing Peter to shift his gaze to meet hers. "The Wonderbolts are a group of aerial acrobats, and Rainbow Dash is a fan."

Rolling from his spot atop of the meek Pegasus, Peter made his way over to Twilight. "So what does Miss Spitfire want? Is she a fan, too?"

Twilight's eyes scrolled through the letter, growing in width the further they traveled. After a few moments, the lavender mare shook her head. "Actually, no." She placed the letter down where everypony could see. "Here. I'll read it out loud."

* * *

><p><em>Hey, Spider-Mane.<em>

_I don't know if you are the type to watch the shows, but I'm Spitfire of the Wonderbolts. And before you ask, yes, this is the real me. I even left the official Wonderbolt insignia on the back of the letter to show this is legit._

_Anyway._

_I keep hearing tales about how 'awesome' you are. They say you're strong. Heck, everypony says you're pretty fast, too. I'm not the type to join bandwagons. I lead them._

_So, here's what I got for you. If you're up for it, come to Manehattan and race me across the city. I left you a ticket for the train. If you accept, come to Manehattan Palace. It's the hotel we're booking for now. I'll cover the rest of your expenses when... or if... you show up._

_Maybe after I can believe the hype. Or put an end to it. Whatever._

_Hope to see you soon._

_-Spitfire_

* * *

><p>"<em>Mane<em>hattan? Are you kidding me? And here I thought I was being original with Spider-_Mane_," Peter dumbly muttered, astounded by the coincidence.

Rainbow's hoof tapped against the floor, her tail whipping to the side. "I can't believe it! Spitfire wants to race _you_! She should be challenging _me_!" The Pegasus rushed up to Peter. "Gah! You _have _to accept! She called you out!"

The stallion scratched the back of his head. "What's with you? You're flip-flopping harder than a see-saw." Shaking his head, Peter only sighed. "Besides, I don't have to prove a point to anyone- er... anypony."

"I don't know, sugarcube." Applejack interjected, turning the ticket over. Once the Wonderbolt insignia was spotted on the back, the blonde brushed her hair behind her ear. "She's challenging you fair and square. Heck, she's even paying for your trip."

Rarity pressed her hooves over her cheeks and sighed blissfully. "In Manehattan nonetheless. It's a wondrous city I've long to visit, and I hear the Manehattan Palace is quite divine. Five star service is impossible to turn down, darling."

The increasing number of pushes made his protest more difficult to stand by, causing the stallion to raise his hooves defensively. "Girls... seriously. I don't know if..."

"I've never thrown a party in a city. I bet it'd be lots of fun!" Pinkie bounced in place, causing a bead of sweat to fall along Peter's chin.

"Hang on, everypony," Twilight lifted the ticket, furrowing her brow at a peculiar sight. "This ticket's more of a pass. It says up to ten ponies can ride with it."

Peter's ears fell at the sound of the news while everypony's rose with eager perkiness. "Oh, wait a second..."

That same second, Peter disappeared in a blur, having been tackled to the floor by Rainbow Dash. Her hooves planted firmly on his chest, the mare sternly stared him down. "You have to accept now!"

Fluttershy reared her head over Peter's pinned body, her gaze falling to the side. "I've never... been to Manehattan before," she hesitantly stated.

Much to Peter's dismay, all of the mares in the room hovered over him, their large glossy irises locked on him intently. One girl's pleas were bad enough, but six was another form of torture, developed on the planet Venus one may say. If the choice was his alone, he would have politely declined the offer. However, it seemed more than his pride was at stake. Some wanted him to accept the challenge while the others wanted to go on the trip, and it was possible everypony wanted a combination of both choices.

Girls were such iffy creatures.

Twilight, sitting directly above Peter, lowered her head until her snout nearly touched his own. "So, Peter... what's your decision?"

Peter scoffed. He really didn't have a choice in the matter. However, the chance to go to a city seemed too good to turn down, and who was he to disappoint his friends? After all, he promised himself that he'd start having fun when the opportunity rose, and with friends as unique as the ones around him, Peter knew it'd be a thrill ride through and through.

Raising his hoof, Peter smiled widely. "Pack your bags, everypony. We're going to Manehattan!"


	16. Friendship Express

_**Chapter Sixteen "Friendship Express"**_

From newspaper articles to radio shows, the race between Wonderbolt's captain, Spitfire, and Ponyville's hero, Spider-Mane, had become the single-most talked about subject in Equestria. The challenge was accepted two days ago, and tickets for the event were already sold out. Luckily, thanks to Spidey's request, his group of friends would be given exclusive passes to both Manehattan Palace and the race.

With their reservations ready and destination set, everypony waited for the train to arrive. Twilight, much to her diligent nature, inspected the collection of suitcases her friends brought, and Spike followed with a checklist in hand. The others sat not far from the unicorn's position in a row of benches. Considering they were going to be away from Ponyville for a number of days, Twilight wanted to be certain everything was accounted for.

"Okay, Spike. Are we ready to begin? We're on the clock," Twilight said, her eyes remaining locked on the pile of cases.

"Is your friend always so thorough, Rarity?" Octavia giggled, offering the designer a cup of tea.

Rarity playfully exhaled, using her magic to retrieve the cup. "Please forgive Twilight, Octavia. She is not the type to take preparation lightly." The sweet, warm scent of the drink seeped into her nostrils, causing a blissful sigh to escape from Rarity's mouth. "I hope this does not discourage you from accompanying us to Manehattan."

"Hardly. I enjoy the unique air your friends exude." Both mares took a sip of their tea simultaneously. As the librarian and dragon continued their inspection, the smile on the gray pony's face remained intact. "Which reminds me, I simply must thank you again for inviting me. The village life can be so lackluster. Manehattan shall be a breath of fresh air."

Waving her hoof, Rarity haughtily laughed. "Think nothing of it, dear. Your company is always welcomed." However, Rarity's smile diminished, an irritated frown falling in its place. Her royal blue irises opened slightly but slammed shut once they landed on the blue unicorn sitting several feet away. "I can't say the same regarding certain others."

Trixie, keeping her back turned, closed her eyes and huffed. Once news regarding the trip came into light, Trixie demanded to come along, while the others were present nonetheless. Fluttershy and Pinkie Pie were not familiar with the unicorn, but Applejack, Rainbow Dash, and Rarity remember Trixie all too well, the Ursa Minor incident being impossible to forget. However, Twilight and Peter gave no protest, allowing Trixie to come along for the journey and take the tenth spot on the train pass.

At that point, the truth regarding Trixie's knowledge of Spider-Mane's identity came into light, and everypony accepted the circumstance. Though Trixie was known throughout Equestria for her acts of fraud, it was best not to run the risk of _somepony_ believing her. If one pony spread a rumor, many would follow, and Peter would not have a moment's peace, constantly hounded by the media or those who wish to do him harm.

Rarity let out a very unladylike growl into her cup, its sound echoing through the glass. Only for Peter's sake, she thought. Only for Peter.

"What is taking so long?" Trixie moaned as the early morning breeze brushed across her thin coat. The mare shuddered at the hint of contact, forcing her to pull her cape close to her body. Without her hat, a second breeze 'attacked', brushing through Trixie's silver blue mane. A strand of her mane fell between her eyes, leaving Trixie to moan for a second time. "The train was supposed to arrive ages ago."

"It's only been a few minutes, yer' highness. Try to be a little patient," Applejack mused, tapping her hoof against the bench.

Trixie sharply turned with a venomous glare, and Applejack countered with a freckled scowl. Fortunately, before the situation could escalate, Peter stepped between the two mares and placed his hooves on their shoulders respectively.

"Play nice, ladies," he grinned, causing both girls to turn their gazes from each other.

The smile seemed to have been etched into the stallion's face, remaining intact since the night he accepted Spitfire's challenge. Perhaps he missed the city life, the web-swinging, or skyscraper climbing, but Peter could only contain his excitement for so long. Hopping from the bench, Peter trotted over to Fluttershy and placed his hooves on her shoulders, sending the Pegasus into a spiral of giddiness. Her coat grew warm, burning immensely as Peter's cheek playfully graced her own.

"You're going to love the city, Fluttershy! Aren't you excited?" Peter chuckled, unaware of the frazzled state Fluttershy was in.

Her mind grew fuzzy, disabling any intellect she had momentarily. Fluttershy's cheeks grew hotter, and her heart threatened to burst from her chest. Somehow, she managed to nod her head, non-verbally responding to Peter's question, but the second he broke away from the Pegasus, Fluttershy's wings rose, perking with a familiar stiffness. Luckily, Rainbow Dash saw what was transpiring and pulled Fluttershy out of sight before anypony else could notice.

"Careful, Fluttershy. You poke somepony's eye out with those things," she politely, more so sarcastically, stated.

The flush on Fluttershy's face remained a fair shade of crimson, worsening upon laying her ocean blue eyes on her perked wings. Shaking her head, Fluttershy slammed her eyes shut and let out a series of whimpers, their pitches heightening every second. Not again, she thought. This was the Gala all over again.

While a part of her being wanted to come into contact with Peter again, Fluttershy did not want to relive the humiliation of that night. Her wings slammed back into her side with a snap, causing the meek Pegasus to let out a soft 'ouch'. Once the situation was rectified, Fluttershy lowered her body until Rainbow's shadow concealed her entire being.

"I'm sorry, Rainbow. I didn't mean for this to happen again. Peter just-"

"Yeah, yeah. Peter's hot, but try to keep a lid on it, okay?" Rainbow Dash nonchalantly replied, her gaze fixed on the stallion of interest. Unlike Fluttershy, who's interest in Peter was 'positive', Rainbow seemed to be the opposite, evident by the glare she held. "I still can't believe Spitfire chose _him_. Why not me? I can actually _fly_ for crying out loud. What do you think, Fluttershy?"

Rainbow awaited a response for several moments, but after what seemed like minutes, she turned, only to find Fluttershy had long left her company. Shifting her eyes, Rainbow found her pink-maned friend making her way back to where Peter stood. Rainbow let out an exasperated groan as her hoof fell over her forehead. She readied to chase Fluttershy down, but her sense of logic intervened in the form of a defeated sigh.

Tremors vibrated through the railroad, followed by the sound of churning that echoed across the sky. Peter stopped next to Twilight and shifted his sights to the approaching train from afar, its black fumes escaping from the exhaust port. As the train neared the station, Twilight's eyes scrolled through the list in Spike's hand one last time, and after a brief moment, the unicorn smiled, having finally completed the checklist.

"So we're good to go?" Peter chuckled, earning a giggle from the lavender mare.

Pinkie emerged from within a suitcase just inches behind Peter, causing the stallion to let out a high-pitched yelp. "Yeah! We're good to go! She checked the list three times! I would say we're great to go!" Pinkie eagerly stated, hopping from the confined space of her case. Once her case was closed, the eccentric mare bounced in place. "I can't wait to reach Manehattan! If _I'm_ excited, I can't imagine how _you_ feel! Super excited? Extra super excited?! Which is it?"

Peter's heart had not yet recovered, remaining at an alarming pace. Tapping his hoof against his chest, the stallion blankly muttered, "I'm ecstatic..."

Everypony left the benches and gathered around Twilight's position. It was then that all ten individuals were identified, being Twilight, Rainbow Dash, Applejack, Rarity, Fluttershy, Pinkie Pie, Spike, Octavia, Trixie, and Peter. The train finally arrived at the station, its single couch brightening the scene with a yellow and blue design. Peter watched the train with a furrowed brow, his mind questioning if the locomotive was his predestined one, but as if sensing his doubt, Twilight edged over to his side until they were only inches apart.

"See the Wonderbolts insignia?" she whispered, pointing at the symbol imbedded over the door of the car. "This is definitely our ride."

Peter scratched the back of his head. Though there was only one car present, it made up for what it lacked in quantity through quality. Its size surpassed that of a normal car greatly, and considering the small number of ponies present, this meant there was room for everypony to do whatever they pleased and then some.

He sighed inwardly. It was a good thing Twilight told the headlines that Spider-Mane would find his own way to Manehattan. If she hadn't, it would not have taken much for anypony to deduce Spider-Mane's identity from a group of mares, a dragon, and a stallion.

_'That would have been awkward.' _Rolling his eyes, Peter pushed his worries to the wayward side of his mind. "First class, huh? This gets better by the minute." The stallion's eyes widened at a late realization. "You have our pass, Twilight?"

In a flash of pink energy, the pass appeared right above Peter's snout. As he let out a second yelp, Twilight closed her eyes and giggled innocently. "I take it that answered your question?"

Peter shrugged his shoulders and followed Twilight into the train while Rainbow laughed at his expense. After introductions and several security precautions, everypony boarded the train. However, the luxury of the car was unparalleled, far exceeding anypony's expectations. If not for the exterior, the interior would have been mistaken for one's home. A large sofa sat in the middle of the 'room', bolts drilled through the legs into the floor for obvious reasons.

Unlike its makeshift predecessors, bearing cushions as hard as steel, this particular sofa could rival the softest of beds and match the largest in size. This was but a taste of what the car had to offer. With five rooms separated from the main lobby, half of the group opened their doors alternatively. Behind the first three doors were a pair of bunk beds in each room, combining to a total of twelve, and a kitchen occupied the fourth, equipped with all things mandatory for eatery means. The fifth served only as a storage room with extra mixes, utensils, and condiments stacked across the shelves.

"So I'm not the only pony riding this train?"

Everypony turned at the sound that came from behind, finding a mare with a snow white coat standing by the entrance, sky blue streaks running through her royal blue mane. She lifted her violet shades and placed them behind her perked ears, revealing a pair of crimson irises. However, they widened upon landing on the group gathered before her, particularly the gray pony hidden among them.

"Holy smokes! Octavia! What are you doing here?" she happily said, gesturing a wave.

Octavia's response was lackluster, in the form of a half-hearted smile. "Vinyl Scratch, this is certainly a... surprise," she paused, struggling to find the best word. The shock remained intact, but Octavia shook her head, extending her hoof to the group while her sight remained locked on Vinyl. "I'm here as Rarity's guest on course for Manehattan." Closing her eyes, she sarcastically added, "I take it you're on the wrong train?"

"No way! I'm going to Manehattan, too! I'm actually the DJ for the Spitfire/Spider-Mane race. Awesome, right?" Vinyl remained upbeat, undeterred by her friend's sarcasm. That same instance, Vinyl removed the ticket from behind her ear and extended it for Octavia to see. "Luckily, this sweet pass Spitfire gave me allows anypony to board whatever train they want. Guess it was a good thing I missed the train yesterday, because not only is my buddy, Octavia, here, but the original party animal, Pinkie Pie, is here, too!"

Vinyl Scratch hopped over to Pinkie, and both mares greeted each other with a friendly high hoof followed by a down low. Afterward, the DJ reacquainted herself with the others, making up for lost time since the end of the Canterlot Wedding. Peter broke away from the get together and collapsed face-first on the sofa, allowing his slender frame to sink into the marshmallow-like cushion. He watched as the chauffeurs brought everypony's belongings into the train.

Based off what Twilight told him, it'd be two full days until they reached Manehattan, and with the race five days away, Peter had plenty of time to think things over. The train's horn blared, echoing across the airwaves. Before long, the journey to Manehattan officially began.

Peter lifted his head and furrowed his brow at the collection of baggage scattered around the sofa. He'd think about things later. Right now, it was best to help the girls get situated. Leaping, against his will, from the comfort the sofa provided, Peter trotted over to his backpack. However, he stopped in his tracks once his hazel irises spotted a crimson cloth hanging from the bottom half of his bag.

_'Oh, not again,' _his mind spat, not wanting the Trixie incident to replicate itself.

Luckily, the cloth Peter found was not his costume but a scarf. It was actually a gift given to him just before his departure from Ponyville. His heart lightened, causing Peter's lips to curl into a warm smile. The crimson design was simple, but a small blue circle rested near the lower half with four golden ponies imbedded within. Above the circle were the words 'Cutie Mark' and below was 'Crusaders'. Peter's mind recollected yesterday's events, namely his time spent with Sweetie Belle, Scootaloo, and Applebloom.

* * *

><p>Peter sat in an upright position with his hooves folded across his chest. The day was a gorgeous one. The sun burned brightly overhead but not enough to cause any discomfort. Sadly, he spent the majority of the day helping Twilight and Trixie pack, the latter being a tad bit obnoxious about it. With that done, Peter would have had the entire day to himself, but the Crusaders wanted to have a team meeting with their begrudged leader before his departure for Manehattan.<p>

A sense of dread washed over his mind. Peter hoped the Crusaders didn't have another plan to earn their cutie marks. The last time they tried, Peter was left with a drenched coat and soggy attitude. Turned out swimming was not his special talent.

That same moment, the door slowly opened, freeing Peter from his daydream. Applebloom scurried into the clubhouse first, her bright orange pupils widening as they landed on Peter. Unfortunately, Scootaloo had not slowed any, causing the young filly to collide with Applebloom, and both ended up in a tangled heap just inches away from Peter, who could only watch the spectacle aimlessly.

"Ah' told ya'll he'd be here," Applebloom slurred, her eyes struggling to fixate back into position.

Scootaloo, shaking her head, flapped her wings to lift herself from the ground but failed to make any vertical progress. After Peter placed his hooves under her body, he gently lifted the filly from the ground, earning a flushed yet irritated glare from Scootaloo.

"That wasn't me. That was Sweetie Belle that said Pete wouldn't show," Scootaloo replied, pushing herself free from Peter's grasp.

Peter raised his brow. "Speaking of which... where _is _Sweetie Belle?"

Everypony in the room turned their gaze to the opened door, awaiting the snow-white filly to make her appearance, but only a gentle breeze entered the abode, pushing the door further open. Of all the Crusaders, Sweetie Belle was least likely to ever miss a meeting. Her presence had always been felt, especially from Peter's perspective, but that came from the fact that Sweetie usually remained physically close (in terms of proximity) to the stallion, usually by his side or right behind him.

Peter had not paid it any mind, really. He figured she just thought his blank flank was too weird a sight to ignore. _'Yeah. A horse **without** a tattoo on his butt is weird.' _Peter placed his hoof over his forehead. _'I'm going to need therapy...'_

Before he could dive further into the subject, Sweetie Belle slowly reared her lavender head through the door. Her bright emerald irises shifted from everypony in the clubhouse, but once they found Peter, Sweetie cowered, taking a step back outside. Scootaloo and Applebloom rushed after their friend and dragged her inside despite her protesting whimpers. This continued for several moments until the tiny unicorn sat just inches under Peter, but instead of a usual cheery greeting or bright smile, Sweetie murmured an incoherent squeak.

Peter cringed slightly, resisting the urge to coo. _'Hng. That's so cute.' _ With a small smile on his face, the stallion placed his hoof on top of Sweetie's head. "What's wrong, Sweetie?"

Sweetie gave no direct response. She only clutched the bag in her hooves tightly enough to strangle a living being. Her face grew hot, particularly her reddened cheeks, and she found herself leaning into Peter's hoof. Realizing what she was doing, Sweetie's thoughts screamed, freeing the filly from her trance. Her cheeks turned a deeper shade of crimson, prompting Sweetie to turn to her friends for help. Scootaloo and Applebloom flailed their hooves about suggestively, but once Peter shifted his gaze to them, he only found them whistling forcefully.

Much to everypony's relief, Peter densely shrugged his shoulders. After an awkward moment of silence, Sweetie Belle finally gathered her nerve and pushed the bag over to Peter with her snout.

"T-this is f-for you, P-peter," Sweetie stammered, struggling to maintain eye contact with the stallion.

Removing his hoof from Sweetie's head, Peter reached out for the bag. "What is this?"

Applebloom nuzzled into Peter's side until she was wrapped underneath his hoof. "It's a present. We were gonna wait fer' you to come back from Manehattan, but-"

Scootaloo hopped onto Peter's shoulders, her body musing his mane. "Sweetie Belle insisted that we give it to you now. This was mostly her idea."

"Is that right?" Peter replied, his vision obscured by Scootaloo.

Sweetie Belle brushed her hooves against each other, unaware her blush had turned to a dewy shade of pink. Shaking her head, she opened the bag, revealing a small crimson cloth with a golden underlinen. "I thought you would have liked a uniform." She bit her lower lip, shifting her gaze to the ground shamefully. "I didn't have enough to make it the right size..."

Peter only stared at the cloth dumbly, adding to Sweetie's growing misery. Once Scootaloo hopped from his shoulders, the stallion, much to Sweetie's surprise, grinned happily. He held the cloth out, analyzing every detail, especially the golden underlinen that left a sparkle in his hazel eyes. Without a hint of hesitation, Peter slid the cloth around his neck. While it may not have been the length Sweetie longed for, Peter seemed to have been pleased, chuckling as the scarf tickled the top of his back.

"Wow, I'm touched." Peter's voice was genuine, filled with warmness the girls had grown to adore. Reaching out, he pulled Applebloom and Scootaloo into an embrace, one smiling while the latter groaned. "Thanks, girls."

A saddened look filled Sweetie's irises, the empty feeling of neglect consuming her, but her eyes grew as wide as saucers when a pair of hooves found their way around her body. Peter's cheek brushed against Sweetie's own gingerly, causing the filly's body temperature to rise drastically.

"Thank you, Sweetie..." Peter's grip only tightened, but the filly didn't seem to mind, evident by the wide smile she bore.

* * *

><p>It was silly. A gift so small meant the entire world to Peter. The Crusaders were annoying at times, but it couldn't take away from their innocence. As Peter wrapped the scarf back around his neck, his mind wandered, trying to figure the best way to repay the Crusaders. He knew they'd love a souvenir from the trip, namely something Spider-Mane related, but Peter furrowed his brow at the thought, knowing if he wanted to do such a thing, he'd need bits, something he was relatively short of.<p>

Peter shrugged his shoulders in defeated fashion. He'd figure something out. Right now, he only had the trip to look forward to, and hopefully that wouldn't go off without hitch. Suddenly, Peter's eyes widened at a late realization. He lifted himself from the sofa, finding everypony was gone, and once he stole a glance at the nearest window, he found the previous blue sky had turned black, nightfall taking over. His ears rose, twitching at the sound of laughter that gathered from behind one of the bedroom doors.

Rubbing his hoof across his eyes, Peter could only scold himself for drifting off and not realizing it. He contemplated on entering the room, but his inner male prevailed, knowing it was best to stay away from an all-girls meeting. Considering how late it may have been, Peter decided to go into one of the spare bedrooms. Once he reached the door furthest away from the one everypony occupied, he entered without so much as a second thought.

"Parker?" Peter's eyes widened as he snapped his head to face the direction in which the voice came from. He found only Trixie, who sat idly by the window, her hot breath brushing against the cold surface. "So you've finally woken up," she dully added, shifting her gaze back to the window.

"Sorry, Trixie. I didn't mean to barge in like this," Peter quickly stated, scratching the back of his head. "I thought you might have been in there with the others."

Trixie rolled her eyes. "As if I'd associate with them. Trixie enjoys her space." Her tone seemed unusually forceful.

"Is this about what happened with the Ursa thingy?"

Inhaling deeply, the unicorn reopened her violet irises. "An Ursa Minor, you twit." She paused, a saddened frown forming on her face. "...and yes. It is."

"You want to talk about it?" Peter asked almost too swiftly for his mind's liking.

Trixie's brow lowered, leaving wrinkles on the lower half of her forehead. Peter readied to make his exit, not wanting to be scolded for his curiosity, but oddly enough, Trixie's demeanor softened. She brought her hoof over the other, caressing it gently. The frown on her face only deepened, matched only by the sadness that generated in her large glossy eyes.

"It's a long story..." she whispered, her ears lowering into her silver blue mane.

That same instance, Peter promptly turned, seemingly making his exit, but Trixie's eyes widened once she witnessed the stallion close the door to the room, all while remaining inside. With a spot available on the bed, Peter took a seat next to the mare, earning a second baffled expression from Trixie.

"It's a longer train ride." He smiled. "I've got time."

Trixie's jaw fell before it slammed shut, forcing the mare to bite down on her lower lip. However, she finally returned his smile with a small one of her own. "All right, Parker. I'll bite." Running her hoof through her silky mane, Trixie shifted her gaze back to the window. "See the stars in the sky? Aren't they grand?"

Peter edged over, his flank nearly gracing the side of Trixie's own. He glanced at the window, but his attention remained centered on the mare. Gone was her boastful tone, replaced with one of somberness. Peter chose not to speak, giving a simple affirming nod instead. Trixie turned to meet the stallion's gaze. While her lips curled into a smile, it seemed only to contrast the saddened look in her violet irises.

"I was no different, high and mighty for everypony to see." She stopped, bringing her hoof to catch a single tear that escaped from her eye. "But like every star, my fame burned out, and I became nothing but a distant memory."


	17. Rise and Fall

_**Chapter Seventeen "Rise and Fall"**_

Trixie's gaze remained locked on the star-patterned sky behind her window. A great feeling of restraint pulled at the inside of her chest, forcing the mare to place her hoof over her skipping heart. Once she managed to calm her building nerve, Trixie left the window and took the available space on the bed next to Peter. Both sat in silence, one out of hesitance and the other out of respect, unaware their tails rested upon each other.

"As you have already heard, I was once known as one of the greatest magicians in all of Equestria, the Great and Powerful Trixie!" Her confident tone returned. With one hoof over her chest and the other extended overhead, Trixie held her head high. "Slayer of the Ursa Major! The most powerful magician of all! Trixie was nothing short of a legend in the making."

Peter's stare steadily turned blank as Trixie's ego swelled. If anything, he could say she certainly relished in her fame, but before Peter could add to that thought, Trixie's posture changed, her shoulders and head falling in a slump. While her silver blue mane hid the majority of Trixie's face from Peter's viewpoint, the frown she bore could still be felt, as if her sadness was reaching out to him.

"It's sad, really. The fame Trixie garnered all came from a lie, but I still had the audacity to brag," she said, her tone sobering. Her lips curled into a saddened smile before she rose her head slightly, freeing her gaze from the ground. "It didn't always use to be like this." Trixie shook her head. "My beginnings are far too humble for one as famous as you to understand."

"That's not true," Peter's voice was full of gentle assurance.

It came off a bit offhand, like he was merely attempting to humor Trixie. Feeling her frustration form into anger, Trixie sharply glared at Peter. She was trying to level with him, and here he was joking as per usual. It was infuriating. If it were anypony else, it wouldn't have bothered her, but for somepony who knew nothing of her history to joke at her expense was too much.

"Don't joke about it!" she snapped, her irritation seeping out. "Your abilities are extraordinary! How could you possibly understand?!"

"I'm not joking," Peter retorted, taken aback by her sudden ferocity. "I wasn't always like this. Before the accident that gave me my powers, I was just an average nerd in high school who lived with his aunt and uncle."

Trixie could only stare at the stallion, feeling inconsolable for her outburst. Peter was not like anypony she ever met. Even during the times where her condescending attitude would reach a fever pitch, Peter always remained the same, both honest and kind. Now was no different, and Trixie lashed out at Peter for no fair reason. She wrapped her hooves around herself, attempting to soothe her rattled nerves.

"I'm sorry." She muttered, uncharacteristically soft. "I shouldn't have yelled."

"It's okay. Don't worry about it."

Peter gestured a smile and placed his hoof on Trixie's shoulder. She stared at the ground to hide her rising blush. The lump in her throat continued to grow, matched only by her quickening heartbeat. The barrier Trixie held by her iron will weakened, sending a small sense of warmth through her body. She wanted to progress and give in to the trust Peter gave her.

_'Maybe he'll understand,'_she thought.

"Well," Trixie's voice heightened in pitch, perhaps reaching her natural tone, "I was a gifted mare in my school. My teachers stated my magical artes were astounding, phenomenal even. Once I graduated, everypony's expectations were high, and Trixie would become the success she was meant to be!"

That same moment, Trixie's ears fell into her mane, signifying her diminishing confidence. Peter remained silent, wanting to give the mare the time she needed to gather herself. Trixie hesitantly stole a glance at the hazel-eyed stallion, finding only the same kindness in his gaze. Another layer of her barrier unraveled, allowing Trixie to reach further into the depths of her memories. The feeling in her chest tightened, but she managed to force the lump in her throat down. He'll understand, she thought.

"Sadly, that was not the case. I chose to portray my talents for small, roadside stands. At first, the success was nice, but everypony quickly became disinterested in my shows. My determination did not falter though. I worked hard to improve my craft. That meant countless hours at the library and sleepless nights to practice, but eventually, I felt ready. Using what resources I had left, I left town and pursued my goal as a traveling magician."

Peter met her gaze, holding a hopeful smile in place. "Did that help any?"

"No! It only got worse!" Trixie realized how childish her voice sounded and dropped her hooves in defeated fashion. "No matter what I did, ponies continued to ignore me. The sacrifices I made. It was never enough!"

Trixie's shallow breathing increased in volume, in a sense matching her building emotions. Never had she revealed this to anypony, nor had she ever felt inclined to. Her voice grew increasingly shaky. The emotions she kept buried for so long threatened to rise, giving birth to a feeling Trixie had long repressed. She used every fiber of her being to stifle the sounds in her throat, but it was for naught as a choked cry escaped from her mouth.

"Trixie…" Peter's soft voice pierced the void like an arrow through the wind. "I know exactly what that's like." An empty smile formed on his face, and Trixie found herself hanging on his words for what felt like an eternity. "Back in my old home, Spider-Mane was declared a menace. No matter how many times I saved the city, I was the same old menace everyone loved to hate."

"Why?" She shook her head in disbelief, paying no mind to the stallion's mispronunciation. "You have done amazing things and asked for nothing in return. How could anypony hate you for that?"

Turning away, Peter only shrugged his shoulders half-heartedly. It was something he asked himself countless times but never received a concrete answer for. It could have been that Jameson was just too conceited to believe in the good a vigilante could do. It may have been because the people of Manhattan just found a masked crime fighter impossible to trust. Peter never knew, and he long gave up trying to figure it out.

"What made you keep going?" The question tugged at Trixie's heart.

Peter sat silently for several moments, his mind deep in thought. That was something else he always asked himself, but unlike the previous question, this one had a clear answer. It was the only reason he continued being Spider-Man/Spider-Mane to this day.

"Because with great power comes great responsibility." Peter said, pointing one hoof overhead.

Trixie replied not with words but edged closer to Peter, even turning in her seat so that she completely faced him. However, her cynical side surfaced, causing the mare to let out a pompous scoff. "Did you get that from a fortune teller?"

"No. It was from my uncle." Peter finally shook his head, albeit sadly. "That was the last thing he told me before he died."

Trixie felt her heart fall into the bottom of her stomach, and her hoof fell over her opened mouth. She chastised herself, hating how she was handling the conversation as a whole. Perhaps out of instinct, Trixie placed her hooves on Peter's thigh, holding an apologetic expression in her violet irises. Unfortunately, the rush of guilt that overcame her only added to her unstable emotional state, and before Trixie knew it, tears formed on the corner of her eyes.

"I'm sorry! I didn't mean to…"

Peter's hoof fell on Trixie's, interrupting her train of thought. Instead of a spiteful response, as Trixie felt she deserved, Peter gave only a simple smile. "It's okay. I can safely say I turned out better because of it. Yeah, it sucked when I didn't get the recognition I wanted, but I knew as long as I did the right thing, that was all that mattered."

Trixie readied to pull her hoof away from Peter's grasp, but her nerve weakened, finding comfort in the stallion's touch. She had been strong for so many years, but it was just an illusion, hiding the distraught mare that suffered from the most pitiful of insecurities. Her mind begged her to stop, but her heart pleaded to continue. He'll understand, she begged.

"I wish I was half that strong. Things got so bad; I didn't know what to do." Her shoulders trembled. "I had to come with some sort of idea to attract customers. If I didn't, I would have gone bankrupt and returned to my home a complete failure." Trixie placed her free hoof over her snout to wipe away her tears, but too many had fallen, leaving her face horribly stained. "I didn't want to do it! I had no choice!"

"What happened next?" His tone remained soft and posture firm.

The very foundation Trixie set for herself crumbled, giving away to the emotional stress that plagued her heart for years. Her barrier had completely diminished, leaving the Great and Powerful Trixie broken and vulnerable. A few strands of her mane stuck to her cheeks, but she did not care. What few friends she had fell asunder from the truth she hid, and by Celestia's name, Trixie did not want to lose the one pony who heard her cries. The inside of her chest ached, forcing more tears to fall from the unicorn's eyes.

Peter was her only friend.

"I lied," she forced out, shaking her head furiously. "I started a rumor that I slayed an Ursa Major with my magic! It was unheard of. I didn't expect for anypony to believe it. It was a desperate cry from a fool. Nothing more!" She tried to smile but only managed a saddened frown. "But everypony bought it. Soon ponies gathered to see my shows and hear of my magnificent feats!"

"Even if you knew it was wrong?"

"Yes." Trixie sped up her speech, desperate to reveal everything before Peter could hope to intervene again. "I wanted it to stop, but the fame escalated beyond my control."

"You could have stopped it."

Trixie placed both of her hooves on one of Peter's own, caressing it gently as she brought it near her chin. "No, I couldn't. The fame had become so invigorating." Her head fell, gracefully coming into contact with Peter's hoof. "I needed it. It was an empty sensation, but I couldn't live without it. I was special, not the loser that couldn't hold anypony's attention."

Peter furrowed his brow, at a loss for words it seemed, but he shook his head disapprovingly. "You're not a loser." His tone shifted to a challenging one. "You're gifted. You just don't believe in yourself."

Trixie paused to consider this but dismissed the thought with a reluctant scoff. "Don't try to console me. Without that lie, the Great and Powerful Trixie would never have seen the light of day."

His eyebrow raised and he frowned. "Then why do you hate the lie?" His question was simple, but it sent a wave of uncertainty through Trixie. Peter closed his eyes. "It's because you wanted everypony to see the real you, and the Great and Powerful Trixie was just an illusion."

"Nopony likes the real me!" Trixie interjected, her voice cracking with both sadness and frustration. Ripping her hooves away, she placed them back over her eyes, which had become full of tears once more. "I'm the talentless loser who lost everything! My fame! My status! My identity! I am _nothing _now!"

"That is enough!"

Trixie cringed. Peter's voice, usually soft and light, broke its natural scale and traveled along the walls of the room. Because of her frazzled mindset, she could not bring herself to meet his gaze. Peter remained silent after his outburst. The glare in his eyes only deepened, portraying his peaked frustration. Trixie did not know how to take this. Peter had always remained upbeat despite the circumstances he was placed in.

This reaction was alien, not something Trixie had expected. The one friend she felt she had wanted nothing else to do with her. Trixie nodded, agreeing with her cynical mind's assumption. She had this coming. A liar did not deserve anypony's company, let alone somepony as nice as Peter. A fallen star could never rejoin the ranks of those that still burned. With a heavy heart, Trixie readied to leave her spot in the bed, but her body froze as a pair of hooves found their way around her neck.

Trixie inhaled sharply, making a tiny gasping sound. Peter had pulled her into an embrace, his warm body temperature spreading throughout her body. Her soaked face buried in his chest, Trixie's widened eyes glanced up at Peter, but he remained oblivious to her stunned state, clutching the mare ever so tightly. One as proud as Trixie did not enjoy this type of affection, yet she did not attempt to break free, longing to remain in this 'trapped' state for as long as time allowed.

"You're wrong." he whispered, his hot breath tickling the back of her neck. "I happen to like the real you."

Trixie laughed despite herself. Peter's statement was simple and honest. In most eyes, it would have been deemed childish, or worse, in the Great and Powerful Trixie's, stupid. However, Trixie buried her face further in Peter's chest, feeling giddy at the utter foolishness portrayed. There was no humor behind Peter's smile, only sincerity and understanding.

"...why?" she weakly asked, desperate for a valid explanation.

Despite his immense strength, Peter held Trixie with extreme care. He knew what it was like to battle insecurities. Trixie only wanted to succeed, and it seemed everypony spat of her hard work. A little white lie was all it took to send her to the top. Trixie knew it was wrong, but she had finally tasted the success that eluded her for so long. That only fueled her insecurity. Without the lie, she was nothing. Now Trixie was a damaged girl who felt she couldn't accomplish anything.

He shook his head. No. She was a girl who made a mistake and paid for it dearly.

The Great and Powerful Trixie was the pony Trixie wished she could be: confident, strong, unphazed by the naysayers around her. It was no different with Peter and Spider-Man, but there was a clear difference between him and Trixie. Peter found friends that are helping him through his troubles, but Trixie has been alone for quite some time, feeling that loneliness was a normal aspect. She wished to change. That was clear. She just didn't have enough faith in herself to try.

It was time he changed that.

"Because you're _something_ in my eyes," he finally stated.

Trixie shook her head, flustered. Peter was nothing short of a halfwit, but she found herself weak against his words. Numb relief had filled the majority of her body. Peter was there, as her friend, and he told her so with his own words. The sadness that consumed her mind faded into nothingness, allowing Trixie to smile from ear-to-ear. It was fortunate Parker could not see her face. He'd ruin the moment with one of his ridiculous puns. Trixie broke away from the stallion's embrace, but the smile on her face remained intact.

"You're an idiot," she sniffed, trying her best to wipe her face clean of any evidence leading to crying. "Thank you."

The pair stood in comfortable silence for a few minutes. Peter watched Trixie struggle to clean herself up before looking at the stars behind the window.

"Trixie, I think it's time we started over."

"What?" Although her face was covered with a towel, Peter's statement caught her by surprise.

"I think it's time you apologize to the others."

Her brow lowered and lips poked in a pout. "I knew it was coming." She shook her head. "I would, but..."

"Look," Peter intervened, cutting Trixie's protest short, "I don't know exactly what happened, and I really don't want to take sides. No matter who was right or wrong, it's up to you to set an example."

Her gaze fell to the side. "They hate me."

"No, they don't," he said softly, causing Trixie's cheeks to blush. "You're not the same Trixie they remember, okay? Just be yourself, and they'll warm up to you. All you have to do is give them a fair chance."

"What if you're wrong?"

Peter tapped her shoulder gently, causing Trixie to notice the moonlight reflected on his eyes. "What if I'm right?"

* * *

><p>Laughter echoed throughout the entire room. Pinkie had just told another of her random yet true stories, and it seemed there were more to come. Rainbow encouraged her energetic friend to continue while the others weakly groaned in agreement, albeit out of sarcasm. However, as if Celestia heard their pleas, a soft set of knocks were heard at the door, its sound causing everypony's ears to perk.<p>

"Who could that possibly be?" Octavia asked, pulling her robe closer so that nothing would be revealed.

Applejack smirked. "Might be Pete. He's been asleep all day. Go on an' let 'em in, Rainbow."

Rarity, following Octavia's example with her robe, clutched it tightly. "Are you mad?! This is hardly the place! I'm not decent!"

The door flew open, courtesy of Rainbow Dash who paid everypony no mind. Octavia flew underneath her bedsheets, using the bed's cover to shield her body from the world's eyes. Rarity let out a shriek, snatching Applejack's hat from her head and using it as a makeshift shield over her chest. Peter remained at the door, oblivious to everypony's erratic behavior.

"Sorry. Didn't mean to interrupt. I just thought you girls could use a little extra company," he said offhandedly. Upon receiving several questionable glares, Peter raised his hooves and waved them defensively. "No, not me. I'm a guy. It's not manly to participate in slumber parties, and I am one-hundred percent man- er- horse." His ramble only earned more glares, rightfully so. Shrugging his shoulders, he stepped to the side. "Well, that was awkward. Come on, Trixie."

Trixie walked into the room slowly with her gaze fixed on the ground. A few of the ponies glares dissipated, turning into slack-jawed expressions, while the others tilted their heads to the side. Twilight shifted her gaze to Peter, but the stallion left the boundaries of the room and pulled the door closed behind him.

"Play nice, ladies," he nonchalantly stated.

The entire room fell silent as Peter's steps outside progressed until they were no longer heard. Trixie remained in her position, ignoring all of the glares that threatened to bore through her body. Applejack hopped from her bed and trotted over to the former magician.

"What in tarnation do you want?" she said, bemused.

Trixie slammed her eyes shut and blankly replied, "I want to apologize."

"Well, ah'- Pardon?" Applejack's mind finally caught Trixie's words.

Rainbow zipped over with her hooves crossed. "Why are you really here?"

"To say I'm sorry." Trixie stated again, her voice growing softer.

"Why?" Rarity walked in, placing Applejack's hat back over her golden crown.

"Because I was wrong." Trixie's emotions had long settled, but her nerves remained uneasy, forcing the mare to place her hoof over her throbbing head. "I do not expect any of you to forgive me. I don't even forgive myself for what I've done." Her voice gave away, succumbing to her lowering self-esteem. "I was being somepony I wasn't and hurt so many in the process. I just wanted to say I'm sorry for lying to all of you."

Her violet irises finally opened, revealing the sadness she held for so long. A crude and simple apology was all she could give. Trixie brushed her front hooves together, an attempt to calm her mind vaguely. It was not enough. As per usual, it was never enough to satisfy anypony. Full of shame, Trixie turned sharply and prepared to take her leave, aware her tears were beginning to resurface. However, Twilight intervened, cutting off her path by standing in front of the exit.

Both mares gazed at each other for what seemed like hours. Trixie's posture steadily shrank, as if the entire world was mocking her. Twilight, like Peter, never attacked Trixie, despite her right to. Even during the Ursa Minor incident, Twilight never seeked to dethrone Trixie. She only stopped a disaster from occurring. In a sense, if not for Twilight, the entire village would have blamed Trixie if anything were to happen.

The one she blamed for her pain was the one who saved her from a crueler fate. It was truly poetic justice, and Trixie hated herself for it. She was lucky to have found a friend in Peter. Trixie dared not to force anything on the others, not when she deserved only the worst. At the very least, she could follow Peter's example and set a standard, even if it were futile.

"I owe you an apology, too, Twilight. It wasn't fair for me to blame you for the mess I created." Tears fell from the corner of her eyes, leaving a twinge of guilt to strike everypony's heart. With her head lowered, Trixie cried out loud enough for the entire room to hear, "I'm sorry."

Shameful. That word echoed throughout Trixie's mind without mercy. She had just rolled over and begged for forgiveness. The Great and Powerful Trixie reduced to this. Trixie shook her head, dismissing the thought. No. The Great and Powerful Trixie was nothing more than a shadow now. While she was not necessarily at her proudest moment, Trixie could say at the very least she was being honest, with herself and those around her.

A hoof fell on her shoulder, causing Trixie to lift her head from the ground. Twilight smiled warmly. "Trixie, everypony makes mistakes. It's okay."

Applejack exhaled, brushing a strand of her mane behind her ear. "Well, Ah' gotta say, Ah'm surprised." Eventually her frown turned into a small smile. "But ya'll apologized. It's only fair to accept it."

"Why the sudden change of heart?" Rarity asked, apprehensive.

Trixie placed her hoof over her eyes, cursing her inability to hold her tears at bay. However, despite this flaw, a genuine smile formed on her face. "I had to have an idiot teach me an obvious lesson."

Twilight's smile grew. "I'd love to hear about it. It'd be a great letter to send to Princess Celestia."

"Are you certain that's okay?" Trixie's eyes widened before her ears shamefully drooped into her mane. "I don't think I'm important enough to-"

Pinkie Pie hopped over, landing between Twilight and Trixie, causing the latter to let out a yelp. "Don't be silly! We'd all love to know what you've learned!" Proceeding to hop in place, she giggled. "Maybe we can play some games together, too!"

Trixie's eyes widened, and the inside of her chest tightened. It would take her time to adjust to these feelings of affection, but compared to the years of loneliness she dealt with, this was a welcomed change. Trixie shifted her gaze to the closed door. She had only one friend, but it seemed that number would soon change.

_'This group... may not be as bad as I thought.'_ Trixie smiled, allowing one final tear to fall alongside her cheek.

* * *

><p><em>Dear Princess Celestia,<em>

_I've learned something valuable today. Somepony should never change who they are to impress others. By doing that, you are denying your true self (also lying to yourself). As long as you are honest with yourself, you can do the same with others, and they'll accept you for your flaws._

_I'm going to try and be more honest from now on. After all, I have a friend I don't want to disappoint._

_Sincerely yours,_

_Trixie Lulamoon_

* * *

><p>Peter sat on the top of the car's exterior, allowing the wind to blow through his mane. The train's speed remained steadfast, but thanks to his ability to stick to any surface, he didn't have to worry about slipping. The girls' laughter could be heard from his position, and Trixie's soon joined them, her distinct voice sticking out among the rest. With a small smile on his face, Peter rolled onto his back, content with his good deed for the day.<p> 


	18. Second Thoughts

_**Make sure to vote on the poll. ^_^**_

* * *

><p><em><strong>Chapter Eighteen "Second Thoughts"<strong>_

The train ride seemed to have lasted an eternity, but after a long couple of days, the group had finally arrived in the city of Manehattan. Unlike the village of Ponyville, the buildings of the city were large, both in size and number. Each pierced the sky, reaching for the clouds overhead, and the inhabitants filled the streets to the brim, like a swarm of ants gathering around a picnic. Several food stands sat on every street corner, their tempting aromas luring dozens of ponies to their vicinities.

Billboards with various advertisements hung across the city, from the top of buildings to the back side of the food stands. A large balloon floated gracefully in the air, allowing its flag to drift mercifully at the wind's beck and call. One would say this was Equestria's version of a blimp. Even a newspaper caddy stood, holding the latest news in hoof and screaming at others to read all about it. To most, this would come off as a bit chaotic.

Peter's lips curled into a smile. For him, it almost like home.

He sat perched on the side of a building with his mask pulled halfway over his face, revealing only his snout and mouth. The girls were already on their way to the Manehattan Palace, but Peter decided to head off on his own, figuring it'd be best for Spider-Mane to meet with Spitfire right away. After all, he had to learn about the rules, map, and stipulations. Pulling his mask down to conceal the rest of his face, Spider-Mane stood up straight and peered down, admiring the view from the magnificent height the skyscraper provided.

However, a blue streak speeding through the sky caught his eye, more so when it approached him at a dangerous velocity. Peter remained still, waiting for his spider sense to give him a fair warning, and once it never came, the stallion flipped from his position to the edge of the building above, landing in a squatted position. Suddenly, the streak came to a stop in midair just inches away from Spider-Mane, revealing a familiar rainbow-patterned mane and tail.

"Rainbow Dash? Why aren't you with the others?" he asked, tilting his head to the side. A realization came into mind, causing Spider-Mane to shift his sight from the Pegasus to his current surroundings. "And how did you find me?!"

As her wings flapped to keep her body airborne , Rainbow folded her hooves and scoffed. "I followed you."

Spider-Mane lowered his head, unable to hide his gawking expression through his mask. "You did what?!"

Rainbow waved her hoof dismissively. "I had to make sure nopony saw you. Changing in an alleyway is pretty risky, you know."

Peter grinned. "If I didn't know any better, I'd say you were stalking me, Skittles."

"Shut up! It's nothing like that!" She shot back, flustered. As Spider-Mane beamed, chuckling at her expense, Rainbow closed her eyes in an attempt to tune out her raging thoughts. "I just wanted to go with you to see Spitfire." Her voice was unusually soft, coming off as a plea, and she knew it, clearing her throat afterward. "I mean, for all I know, you won't make it to the hotel. Seriously, you think you can make it there on your little webs?"

"Can I make it on my little webs? Ha!" Spider-Mane sarcastically replied, holding his hooves out in an awkward pose. "I'm the guy who made web-swinging original."

"Is that a fact?" Rainbow raised her brow, shifting her violet gaze to the streets far below. Despite holding a smirk, a look of worry filled the mare's features. "You sure it's safe? I mean, it's a long drop."

Shifting his hooves to mimic a bodybuilder, Spider-Mane posed for a second time. "It's a good thing I have super strength and durability. I can survive a drop from here. And then some." He added lately, recalling a time he fell from twenty stories. _'Stupid Vulture... jamming my web-shooters like that. I'm just glad that car broke my fall.'_

"Since you're so sure, how about we put you to the test?" Rainbow turned around, aiming her sight across the city, and after a few moments, she pointed her hoof in the direction of a particular building, its golden design making it easy to spot. "There's the Manehattan Palace. I'm gonna fly ahead." She shot the stallion a confident glare. "See if you can keep up."

Peter placed his two front hooves on his vantage point and lifted his lower body until his lower hooves hung overhead, holding the position to display his sense of balance. With his costume practically etched into his skin, it was easy for Rainbow to pick up the detail in Peter's muscle structure, not that she ever cared about that sort of thing. For a complete dork, his frame was nothing short of impressive. He wasn't bulky in the slightest, yet it was easy to see how much he worked out.

Rainbow's mind went blank. She immediately chided herself for thinking about Peter like that, of all stallions. Her lips curled into a scowl. She corrected herself. A stallion was to be the absolute _last _thing on her mind, let alone one with a blabbermouth that could match Pinkie Pie's. Unfortunately, Peter started doing pushups in his current position, and Rainbow suddenly found her intake of breath sorely lacking. Rainbow bit down on her lip, praying that the thoughts would simmer down much sooner than later.

Fortunately, Spider-Mane flipped back to his squatting position. "Sounds easy enough. I have just two words for you: bring it on!"

Rainbow let out an exasperated groan. "That's _three_ words, you-" That same instance, Spider-Mane leaped from his position, vaulting inches over Rainbow's head. "-idiot?"

Speeding into a free-fall, Spider-Mane readied to crash into the pavement waiting below, but before he could meet with such a fate, he shot a strand of webbing out of his hoof and swung his way to the side of a smaller building. Keeping his momentum, Spider-Mane bound off the surface and flipped into the air before resuming his web-swinging. Rainbow watched with her mouth agape, the inner sanctions of her spirit wanting to let out a heart-wrenching squeal of delight, but she tuned out her thoughts, refusing to fall into the ranks of a fanmare.

Extended her wings, Rainbow allowed gravity to guide her and fall after the costumed stallion. Spider-Mane landed perfectly on his hooves on the roof of a building before taking off in a full-speed gallop. Using all of his strength, he jumped as high as he physically could, managing to vault completely over the building in his path. With the speed of a bullet, Rainbow sped past Spider-Mane during that same moment, giggling as she left the bewildered stallion behind. Launching a strand of webbing, he held on for a deep swing, managing to close the gap between himself and the Pegasus.

"There it is!" Spider-Mane cheerfully yelled as they neared their destination. Releasing his webbing, he dove directly over Rainbow Dash's frame and galloped to maintain his speed. "I'll see you on the roof!"

Rainbow merely nodded a response before disappearing in a multicolored streak, zipping across the airwaves at breakneck speed. Once close to the Palace's roof, she slowed down immensely, skidding across the terrain until her momentum ceased entirely. Spider-Mane hurdled over a small vent and landed in a hoofstand position before launching himself high into the air. With the Palace directly underneath him, he allowed gravity to guide him for one last free fall. Once close enough, the stallion performed a series of flips, finding a way to gracefully land in his signature squatting position.

Paying no mind the death defying act he performed, Spider-Mane scratched the back of his head and chuckled. However, a sudden lingering feeling surfaced from within Rainbow Dash. For a moment, she felt all of the air leave her body, forcing her to breath as quickly as possible to regain her oxygen, but it was not from exhaustion. Even her pores opened, leaving several beads of sweat to form on Rainbow's forehead. Again, this was not from the exercise. Feeling sheepish, Rainbow let out a high-pitched squeal.

"Oh, my gosh! That was so cool!" She brought her hooves up and clapped uncontrollably, the giddiness in her motions becoming more apparent. Rainbow tried to say more but only managed to squeal for a second time, her voice cracking even. "You were awesome just now!"

Peter brought his hooves up defensively. "What? _I_ was awesome? You left me in the dust!"

Rainbow's mind begged for her mouth to stop. "Yeah! The way you flipped!" She mimicked one of his previous moves, spinning in midair, but her wings prevented her from meeting with the ground. "And the swinging! You made it look so easy!" Her speech nearly became incoherent due to its speed alone.

Never had Peter expected this reaction, but he understood in a sense. With the small buildings in Ponyville, web-swinging was severely limited, almost impossible to perform. If anything, he was still able to leap from one rooftop to the next, but it came off as nothing short of parkour at best.

"Well, uh, thanks?" he stammered, unable to accept the compliment gracefully.

With a cheeky grin, Rainbow pressed her hooves together and edged closer to Peter, her violet irises just inches away from his blank lenses. "I wasn't so sure about this at first, but I know you'll be able to keep up with Spitfire now!" She gulped and blinked awkwardly, gasping for air. "With moves like yours, you'll be able to steal the show!"

Much to Rainbow's surprise, Peter turned away. "I wanted to talk to you about that, Rainbow." His voice deepened, hiding all traces of silliness within. His mind egged him on, knowing this course of action was in everypony's best interest. Nodding his head, Peter refaced the Pegasus. "I... don't want to race Spitfire."

Within the blink of an eye, Rainbow's demeanor morphed drastically, turning from complete giddiness to utter despair. She landed on her hooves and shot a glare at Peter, unaware it came more off as a look of plea. "Why? You accepted the challenge!"

"I did, but..." Peter inhaled deeply, bringing his hooves over his face. "I was thinking it'd be better if _you_ raced Spitfire instead."

Rainbow paused. "What?" Her brow furrowed as a small realization came into mind. "Hey... where's this coming from?"

Despite his mask's design to hide facial features, Rainbow could feel Peter's gaze fall to the ground. "I use my powers to help those around me, not show off. I did that once, and I lost my uncle because of it. I have great power, but I don't want to use it irresponsibly. Besides..." He placed his hoof on Rainbow's shoulder. "Everypony's told me how badly you want to be Wonderbolt. With your speed, this is the perfect chance for you to earn your spot and-"

"Dude, shut up." Though her voice was firm, it seemed to only contrast the smile she held. "That's nice of you, like really. I mean, really, that means a lot." Knocking his hoof away, Rainbow placed both of hers on his shoulders and made sure their gazes remained center on each other. "But I will not forgive you if you throw this away."

"But I-"

Rainbow jerked his shoulders once, cutting his protest short. "Look. I know it hurt when you lost your uncle." She bit down on her lip and rolled her eyes, attempting to keep her sorrow at bay. "With great power comes great responsibility. I get that, but I think you need to lighten up a bit. You almost don't know how to enjoy yourself. I think your uncle would want you to have a little fun, right?"

Peter weakly shook his head. "Yeah, but what about the Wonderbolts? Don't you want this chance?"

"Oh, stop being stupid!" She shook his shoulders this time. "I'll become a Wonderbolt one day, and when I do, it'll be because I earned it." Relinquishing her grip, Rainbow took a step back and playfully tapped Peter's side. "Look at it this way, it'd be irresponsible if you just quit now. You have ponies counting on you, and you can't let them down."

A form of rebuttal was necessary, but Peter cringed at a peculiar sight. Rainbow's large eyes widened, and within her gaze was not the toughness Peter was so familiar with but a great hint of softness. The smile she bore was light, gentle as the breeze that blew through her colorful mane. For such a tomboy, Rainbow certainly looked like a girl, a beautiful one even. It was unfair. Even Rainbow Dash, the epitome of rough, the same pony that beat Spider-Mane like a drum halfway through the Everfree Forest, resorted to the puppy dog eyes.

"Please?" Her voice cracked. "For me?"

"Hng!" Peter groaned as his hoof met his forehead with a sad clop. _'And it's working.' _

His mind nagged him, begging to ignore the girl's pleas. Sadly, this caused Peter to focus on her words, which was even worse. It was clear he did not care about fame or glory, and his friends knew that. With great power comes great responsibility. It was a saying Peter followed dutifully, but somehow, some way, Rainbow used it against him. If he had the power to accept the challenge, it was only right he'd have the responsibility to see it through.

Defeated, Peter held his hooves out and sighed. "All right, Skittles. I'll do it. You sure you're okay with this?"

Rainbow smirked, giving Peter a low hoof. "Dude, I'm a thousand percent sure. You're going to race, and you're going to win." She said with full confidence, earning a chuckle from the stallion. Suddenly, a familiar feeling erupted from within, causing Rainbow's chest to burn. "But hey..."

Her words fell in the back of her throat. The more she looked at Peter, the more intense these feelings grew. Rainbow's mind grew furious, hating what her heart was experiencing. Peter was already a pretty cool stallion. He was strong, fast, and nice to her friends. Her cheeks burned with the same sensation at another thought. He was quite cute though, granted in a geeky sort of way.

"That was really cool of you, Pete," she said affectionately, shaking her head immediately after. _'For the love of Celestia, what is wrong with me?' _Rainbow laughed forcefully, desperate to avert any unwanted attention. "We should hurry and see Spitfire." She flew over the edge of the building and held her place in midair, keeping her back turned to Peter. "What are you waiting for? Come on!"

Luckily, Peter paid her frazzled state no mind, dumbly shrugging his shoulders in response. He quickly joined her side by the edge, but as it seemed he was prepared to jump, Peter shook his head.

"Hey, Skittles. Do me a favor, okay?" He gazed at his hooves, pulling the sleeves up to reveal the web-shooters latched to his skin. "I'm going to tour the city for a bit longer. Talk to Spitfire and give me the details when I make it back to the hotel later."

"Peter." Her tone was sweet, full of sincerity, as she turned to face him, her colorful mane rippling over her eyes. "All right, but you so owe me." She smiled. "Try not to change in any alleyways."

"Only if you try not to stalk anypony."

Rainbow dropped into a free fall, prompting Spider-Mane to follow her example. Firing a strand of webbing across the street, he gave the Pegasus a friendly wave before swinging off into the distance. The heat in her cheeks refused to dissipate, and her mind grew ever fuzzy. She could not explain why a dork like Parker was having this effect on her, but evident from the crimson blush on her features, it was clear a part of her didn't mind the oddity.

Rolling her eyes, Rainbow groaned. "Idiot."

* * *

><p>A couple of hours had passed, but for Peter, it felt as if only minutes had gone by. He swung throughout the skies and leaped across countless buildings, taking in as much of the city as he could, both physically and mentally. It was reminiscent to his time at home, but with the lack of baddies and a job, it meant more time for him to have fun. Rainbow's words echoed throughout his mind without mercy. Even though he had a new life, Peter refused to take anything lightly.<p>

"Is it wrong? I mean, I have to lead by example, right?" He murmured, releasing his webbing mid-swing and landing on the side wall of the nearest building. His mind ached, forcing Spider-Mane to let out a desolate sigh. "I really didn't think this through... OH, GOD!"

His outburst was sudden, the figure of a dark blue alicorn appearing before him in a bright flash of light.

"Outworlder! It is time we talked!" Luna strongly stated, her wings flapping to keep her frame airborne.

"Luna?!" Spider-Mane babbled, shifting his head about.

Once Luna's horn glowed, he raised his hooves in a futile defensive attempt, but it was for naught, both ponies disappearing in a bright flash of light. That effect was instantaneous. Peter only just now prepared to verbally demand an explanation, but his words fell into his throat at the change of scenery around him. He immediately recognized the settings of the castle from his night at the Gala. However, this only added to Peter's frazzled state of mind.

"Canterlot? What the heck am I doing in Canterlot?!" he screamed, his voice bouncing off the castle marble interior.

"Peter..." a voice gently called from behind, causing the stallion to turn sharply on his hooves. Next to Luna stood Princess Celestia, their differences in height apparent. Shaking her head, the sun goddess shifted her sight from Luna back to Peter. "It is time for my sister to learn the truth."


	19. Nightmare Born from Darkness

_**Chapter Nineteen "Nightmare Born from Darkness"**_

"There could have been an easier way," Peter droned, packing his costume into a knapsack. Several minutes had passed since he was brought into Canterlot, giving the stallion ample time to recollect his nerve. Keeping his hazel eyes locked on the bag, he ignored the ocean blue glare the moon goddess bore. "A simple phone call would have been nice. Better yet, let's exchange letters next time. That way, you won't have to snatch me from the rooftops again." Luna's glare deepened, causing Peter to chuckle nervously. "It's just a suggestion."

"Hold your tongue, Outworlder," Luna bluntly replied, rolling her eyes. _'I forgot how much this one talks.' _She trotted away from the stallion and progressed over to her sister's position. "Both you and my sister have kept enough secrets from me for long enough. It ends tonight."

"I'm okay with that, but you could have just asked," Peter dumbly replied, shrugging his shoulders.

Princess Celestia nodded. "This is rather excessive, Luna. I informed you Peter was content with speaking with you."

A hint of frustration surfaced in the form of a growl. "I demand you to stop this at once!" Luna pointed her hoof at Peter without facing him. "Ever since the Outworlder arrived in our world, you have been far too lenient with him. He walks among the populace without proper supervision. Best yet, why was he not kept here in Canterlot under our guard?"

Repelling her younger sister's accusations, Celestia gracefully walked over to Peter, standing firmly behind him. With a smile on her face, she placed her hoof on his shoulder. "Peter has more than earned our trust. It would not have been fair to keep him confined in one spot."

"You are so naïve!" Luna spat, stomping over to Celestia. Peter stood between both sisters and gulped, both of their tall figures dwarfing his own considerably. Although she tried, Luna could not conceal the exasperated groan that escaped from her mouth. "You've always been soft, but I never believed you were a fool." Luna's brow furrowed, deepening the glare she held. "If he is as trustworthy as you proclaim, why keep his unique abilities a secret from me?"

"Whoa! Wait!" Peter instinctively rose, standing to face the moon goddess in Celestia's defense. "I asked your sister to keep my identity a secret. She was only helping me." He paused, turning to give the sun princess a nervous yet honest smile. "Thanks by the way."

Celestia returned his smile in full, much to her sister's dismay. "It was nothing."

"What utter nonsense." Luna scowled, walking past both ponies in a huff.

Despite her conflicted feelings for the Outworlder, Luna could not bring herself to open her heart, not without knowing the truth. Celestia and Luna were complete opposites in that regard, and it may have explained why so many of their subjects preferred the elder sister over the younger. Even after what happened with Discord, Celestia retained the ability to easily trust everypony, but Luna was not nearly so lucky, especially when it came to outsiders.

She did not want lightning to strike twice.

"Enlighten me, Outworlder." Luna said, shifting her gaze from Celestia to Peter. "Tell me everything."

* * *

><p>Pinkie Pie bounced vigorously on the plush bed of the hotel, coming closer to the ceiling with each jump. A couple of hours had passed since the group arrived in Manehattan, and fortunately, the hotel rooms were already prepared. Everypony ignored the pink mare's frenzy, keeping their attention centered on the map stretched across the table. Rainbow Dash traced the red line through the map with her hoof, tapping the starting and end point respectively.<p>

"An obstacle course across the city?" Twilight dropped onto her flank, a serious look failing to mask her concern. "You sure that won't be too much for Spider-Mane?"

Rainbow grinned confidently. "Trust me, Twilight. This will be a cinch for him."

"It's probably for the best," Rarity interjected, keeping her large glossy eyes fixed on the map. "In a fair race, it is highly unlikely that he can keep up with Spitfire. She _is _a professional flier, and our friend's not even a Pegasus. At least with an obstacle course and his athleticism, he'll stand a chance."

Fluttershy shook her head, unable to shake the lingering feeling of concern from within her chest. "It's awfully dangerous. Are you sure he will be fine? What if something happens and he falls?"

Waving her hoof dismissively, the blue Pegasus scoffed. "He's pretty sturdy, Fluttershy. We don't have to worry about him." Fluttershy's doubt remained firm, evident by the whimper the meek mare let out. Rainbow scratched the top of her multi-colored mane and forced out a chuckle. "Look, I'm supervising the race. If anything happens, I'll be right there to catch him. Okay?"

With a small smile, Fluttershy hesitantly nodded, placing her hooves together. "Okay..."

"So when's the race again?" Applejack asked, shifting her emerald gaze from the map back to Pinkie Pie, who had not relented in her bed-bouncing.

"Saturday at noon. It'll be held at Manehattan Square on Saturday noon," Twilight diligently stated, poking the headline at the bottom of the map. "Which gives us three days to have fun before the big race."

Octavia, who had fallen ill at the start of the day, brushed her hoof over her aching stomach and forced a smile. "Then I suggest we make the most of it." It dissipated, however, once a thought came into mind, along with a bolt of pain. "Rarity, where is your friend? I suspected he should have made it back by now. You don't suppose he lost his way, do you?"

"My darling Peter? I assure you, Octavia, he's fine," Rarity said with full-confidence despite her face registering worry for a moment. "It has been over two hours though. The fellow's so dense. He may have lost track of time."

Brushing her hooves against each other, Fluttershy turned to Rainbow Dash with a frown. "Um... you're the fastest. Do you think you can look for Peter? I mean... if that's okay with you."

Rarity nodded. "I agree. Rainbow, please see if you can find Peter."

Furrowing her brow, Rainbow hoped to find a way to protest against the idea. Unfortunately, her mind remembered her last talk with Parker before they parted ways. For all she knew, he still had reservations about the race. She huffed inwardly. Rainbow Dash knew she should not have cared so deeply about the matter. Unfortunately, Fluttershy and Rarity would not give her any peace as long as the dork was out and about aimlessly.

"Fine, I'll be right back," Rainbow huffed, dashing through the opened window in the bedroom.

Trixie sat in the back of the room with her chin resting on her hoof. She glanced to the side, trying to ignore the entirety of the conversation being held, but her mind refused, yielding to her heart's cry for concern.

_'Where could that idiot have gone to?'_

* * *

><p>Peter brought his hoof over his forehead. Once again, his life story had been revealed, from the day the spider bit him to the moment Gwen Stacy was killed by Green Goblin, but it still hurt to recall, stinging his very essence to the core. Costly mistakes of a stupid kid and Peter's life was the result. It was shameful, but he accepted it for what it was, longing to make up for it by following his Uncle Ben's example. Peter gazed down, as if angry with himself. The others forgave him, but he could not do the same for himself.<p>

Nor would he ever.

Both Celestia and Luna remained silent for several minutes. Despite having heard the tale from Madame Web and Twilight already, Celestia felt the same pull within her chest as before. Somepony so young should not have to deal with the amount of stress Parker had until now, and it was unfair that those around him took his deeds for granted, labeling him a criminal unjustly. She could not understand. Equestrians were appreciative compared to the beings of Peter's home world. If they only opened their hearts, they would have learned Spider-Man was just a young adult trying his best to do the right thing.

Nopony could fault him for that, yet they did mercilessly. It even explained Peter's cynical behavior to a small extent. Even now, it was clear he held resentment toward himself, evident by the saddened gaze in his eyes and desolate tone of his voice. Peter's dealt with the negativity for so long that he believes he is indeed a horrible individual. Princess Celestia, despite her vast wisdom and experience, still wished to prove him wrong, lending him the care he rightfully deserved. Cassandra begged for her not to interfere too much, but there had to be a breaking point.

_'I shouldn't, but...' _Celestia faced Peter, giving him the warmest smile she could muster. At first, her effort seemed fruitless, but Peter's lips eventually curled, forming a smile to match her own. _'Peter's my responsibility now. I just hope Luna-'_

"Sister," Luna called out, her strong voice piercing the silent void that filled the room, "is everything he said true?" Her back remained turned, preventing Celestia from meeting her sister's gaze.

Celestia nodded, letting out a low sigh. "Yes. He spoke the entire truth."

"I see." Luna held her ground, keeping her gaze fixed on the ceiling and back to her sister. "I would like to speak to the Outworlder alone now."

Celestia's bright violet eyes widened. Luna's voice did not carry the same firmness, diminishing to a soft tone only Celestia was familiar with. Whether Peter's tale earned a little trust or sympathy, it was a small victory in any regard. Luna was not one to give trust easily and had a tendency to shut out those around her. Despite the barrier she held, it seemed Luna was finally prepared to talk with Peter, not as a hardened princess but as a friend.

"I understand." Nodding, Celestia closed her eyes and focused her energy into her horn, causing it to glow brightly. This was no longer in her hooves but Peter's. Celestia shifted her gaze to Luna. "Please, Luna. Try to be polite." Peter opened his eyes, only to find Celestia with her sight set on him now, sporting a smile nonetheless. "Take care, Peter."

That same moment, Celestia disappeared in a bright flash of light. Peter stood idly by, unsure of what action to take. However, Luna turned to face him, but Peter's eyes widened at a startling sight. Gone was the stern gaze, replaced with a gentle, ocean blue frown.

"Outworlder." Her voice matched her change in demeanor, giving off a sense of softness. "May we talk in the garden?"

* * *

><p>Luna walked through the garden, following the golden path with her gaze fixed on the ground. The vicinity had been cleared by her command, evident by the chilling silence that filled the air. Even the Canterlot Guards in all their prestige were asked to vacate the area, but Luna was content with her choice, not wanting any form of disturbance to take away from her time alone with the Outworlder. A distant look formed on the face of the moon princess.<p>

So much had to be said, but Luna found herself at a loss for words.

Peter followed closely behind as a gentle breeze rustled the petals of various flowers that surrounded the area, stopping in his tracks when he noticed the shrine he found himself in. The setting sun's reflection beamed off the marble surface of the fountain, but the spectacle only drew Luna closer to the decoration, prompting the mare to brush her hoof through the running water it held. Her mind argued with her heart, disagreeing with what it suggested.

"This is far enough," Luna gently said, taking a seat on the edge of the fountain. Her mind's cries turned into verbal assaults, demanding that she cease this nonsense, but her heart tuned them out, pleading for a chance of fairness. The Outworlder revealed his truths. It was only right she did the same for him. "We are free to speak openly now."

Peter shifted his head about, eyes scanning his surroundings. "Are we still in the garden? It feels like we're in the middle of a maze right now. If we took a wrong turn, I'm sure we would've bumped into the Mad Hatter or something."

Paying his sarcasm no mind, Luna's gaze remained fixed on her rippled reflection within the fountain water. "Yes, we are still in the garden. This area is off-limits to everypony." She paused, her gorgeous eyes meeting with the sunset. "With the exception of my sister and I, of course."

Peter furrowed his brow. "So why am _I_ here?"

"I wish to speak with you about more... personal matters," she hesitated, her stern voice falling from its usual pedestal. "Here, you nor I need to worry about others eavesdropping. Are you fine with this?"

"Sure, but I'm surprised you want to know more. My life story is not exactly a great thing to listen to." He shrugged his shoulders. "After what I've done, I'm surprised you can even look at me."

"I beg to differ. Yes, you're not quite what I expected, but I'm not afraid to admit that I'm glad to have been proven wrong." Luna's eyes softened. Her hoof gently tapped the free space by her position on the edge of the fountain. "Please, let us talk." She cringed, perhaps out of instinct, pulling her hoof away and glancing to the side. "I understand if you are not comfortable speaking with me on your own."

Luna's eyes grew wide that same moment. Peter accepted the seat, sitting perfectly on the edge of the fountain while facing the princess. The stallion laughed sheepishly and scratched the back of his head, unaware of the reaction he earned from Luna. A gasp nearly escaped from her mouth, but the princess resisted the urge, managing to keep her smile subtle in the process. Once again, the Outworlder's blissful ignorance proved to be a welcomed trait, yet Luna felt scared, the inside of her chest growing cold with doubt.

"Princess Luna, I'm honored, but if anyone's uncomfortable, it should be you," Peter honestly replied, paying no mind to his choice of words.

"I fear your opinion may change." Magical energy surged from Luna's horn, causing the water within the fountain to glow brightly. Peter watched the spectacle, but his eyes widened once Luna's reflection in the water changed dramatically. It's figure grew more slender, matching that of Celestia's in a malicious sense, and her coat became as black as the darkest void, matching the moonlit sky. "I would like to tell you about Nightmare Moon."

Peter's jaw dropped. "Whoa. That's you?"

"Yes. That _was_ me," she emphasized, not wanting anything to do with her old counter-part again. "The jealousy I had for my sister took form, turning me into the very embodiment of evil." Nightmare Moon grinned menacingly within the waters. Luna cringed, holding a saddened look in her eyes. "I'm not proud of the things I've done"

The pair sat quietly for a few moments, causing a sense of uncertainty to build within Luna. She found the Outworlder staring at her intently, occasionally shifting his gaze to the image in the water. A part of Luna dreaded the look he bore for it was something she saw far too often. Ever since she was returned to normal, several ponies would bear the stern gaze, though they would make sure not to let Luna see them up close, but she could still feel their uncertainty and distrust lash out at her.

Perhaps it was paranoia or apathy that drove her to feel this way. Luna shook her head. No, it was guilt, and she understood exactly why her subjects felt the way they had. Even though he was not from her world to begin with, Luna could not help but feel the inside of her chest ache. Just that quickly, the Outworlder distrusted her, finding her past too titillating to ignore. However, the stallion brought his hoof up to his chin and tapped it slightly, giving the image of Nightmare Moon one final glance before giving his full attention to Luna.

"You've shrunk. Like a lot." His response was blunt and crude.

A blank expression formed on the mare's face. Inwardly, she felt compelled to bring her hoof over her forehead to express her vast exasperation, but her mouth betrayed her thoughts, letting out a soft giggle. The Outworlder was nothing short of a halfwit. His demeanor remained upbeat and casual, not a hint of fear visible within his features. Somepony was not terrified of the once Nightmare Moon. Heat returned to Luna's chest, prompting the mare to humor the stallion and return his joke with a sarcastic grin.

"Mind your tongue, Outworlder." Her smile faded, a serious expression forming in its place. "It... does not bother you?" Luna moved again, peering back over the edge of the fountain to catch sight of her reflection mirroring the unease on her face. "Do you not fear what I used to be?"

Peter's face grew serious for a moment, and Luna was grateful for that. She could believe his answer if he gave it without interjecting humor into the conversation. Shaking his head, the stallion made certain his hazel irises met and stay fixed on Luna's glossy, blue orbs.

"No. It's like I told a friend yesterday. Everypony makes mistakes." He folded his hooves and shook his head slightly. "I know what it's like to lose myself, too. We're not that different."

"Is it the corrupting darkness you spoke of?" Luna asked, edging closer to the stallion.

He nodded, glancing off to the side. Luna brought her hooves over her mouth. It was as she feared. The Outworlder indeed shared something in common with her. While her cynical mind questioned his legitimacy, her heart begged Luna to press onward, find the answer to the burning question that haunted her so. Reaching out, the mare placed her hooves just inches from Peter's own, causing the stallion to face her.

"May you... share your experience with me?" A warm smile formed on Luna's face. "I would be most grateful... Peter." Her mouth added lately, earning several cries of frustration and anguish from her mind.

"It's pretty weird." Peter replied honestly, shrugging his shoulders. "Would you believe me if I told you an alien parasite latched itself to my body?"

Luna nodded, maintaining eye contact. "Frankly, I'm inclined to believe anything, _Outworlder_."

"Duly noted." Peter looked intrigued. Luna brought up a valid and obvious point. He was a human with spider powers who magically transformed into a pony. Contention to disbelief was an understatement. "Well, the parasite actually made me stronger. Like, a lot stronger. It took my powers and upgraded them. I was... powerful."

"Was it... enjoyable?" Luna chose her words carefully.

Peter hesitantly nodded his head as a shameful look formed in his eyes. "Yeah, it was. I felt invincible, but something wasn't right. The longer I wore the suit, the more I started to change. I started to lose control. The parasite... the symbiote... was taking over my mind and body."

"What happened?"

"Things were spiraling out of control. I grew more aggressive by the day, and before I knew it, I stood over one of the bad guys, ready to finish him once and for all. Right then, I knew I had to get rid of the suit. It took some doing, but I managed to get it off." Peter groaned inwardly. _'Then the symbiote found Eddie Brock, and Venom became my worst nightmare in living color.' _Shaking his head, the stallion waved his hoof dismissively. "It's nothing like your story. I shouldn't have brought it up."

"Outworlder..." Luna stopped, chastising herself. "Peter. You did what I could not and repelled the darkness. That is an admirable quality."

Abashed, Peter shook his head and laughed sheepishly. "You're giving me _way_ too much credit."

"I beg to differ." She bowed her head, respectively. "Thank you for sharing your tale with me."

Suddenly, the mare stood from her seat and turned to face the stallion. Energy glowed through her horn, but before Peter could react, a bright flash of energy surrounded his being. Once his vision cleared, Peter found the scenery around him had changed. On the rooftop of a building, it was clear that both ponies were back in Manehattan. Despite having dealt with this experience a few hours ago, Peter cringed, clutching his knapsack with his hooves with great force.

"Oh, my God!" he shrieked, his voice echoing through the darkened skies. As the stallion stammered about aimlessly, Luna turned to take her leave. Peter noticed and extended his hoof out to the princess. "Wait. You're leaving?"

The moon steadily rose from the horizon, prompting the mare to give the stallion an affirming nod. "It is my duty to watch over the land in the night. I must not be late."

There was no humor behind Peter's smile, only a sense of understanding. "Guardian of the Night, I forgot." After a few moments, he sighed again. "Does this mean we're friends now?"

_Friend_. That word held so much meaning, and Luna found herself ensnared by it. Despite her polarizing attitude and initial distrust, the Outworlder still held his hoof out in companionship. Luna's mind begged not to accept. After all, both the Outworlder and Discord shared quite a few similarities. They were immensely powerful and, much to Luna's annoyance, both were loaded to the brim with sarcasm. However, there was an important difference between both individuals.

Discord used his power carelessly, doing whatever he pleased without regard for those around him, but Peter used his gifts responsibly, for the greater good. With his nobility and strong heart, he even did what Luna could not and freed himself from the depths of corruption. Peter, granted, was a twit. Yet, she was finally able to understand why Celestia harbored such an affection for him. Luna looked away, hiding the smile she gracefully bore.

"Yes, we are... friends, Peter," she said sweetly before her mind finally regained control, prompting the mare to shoot the stallion a glare, albeit a playful one. "Tread lightly, and pray you do not betray my trust."

That very moment, Luna disappeared in a flash of energy. Peter stood idly by, scratching the back of his head. It seemed in his short time, Peter was gaining more friends in Equestria than he hoped to imagine, and ironically enough, they were all girls. Paying the matter no mind, Peter swiftly threw his heroic attire on and left for the Manehattan Palace. So much time had passed. His friends were probably worried sick about him.

As he swung off into the distance, Peter had not noticed Luna watching from a safe distance in the sky, the dark sky and clouds masking her position. She did not truly want to leave, but her duty as co-ruler of Equestria demanded it. However, her sister mentioned that she would be attending the race between Spider-Mane and Spitfire. Initially, Luna declined joining, but at the moment, the inside of her chest burned, demanding to reconsider her decision.

Bearing a smile, the princess mentally nodded, agreeing it would be in her best interest to cheer her new friend on. With that in mind, Luna disappeared once more, giving her final consent to the Outworlder.

With Luna's trust earned, Peter was free to roam through Equestria.


	20. Honest Emotion

_**Chapter Twenty "Honest Emotion"**_

The Manehattan Palace, a shopping center of epic proportions with the widest selection of goods, was one of the city's greatest attractions. Naturally, the girls couldn't resist a chance to go shopping at such a luxurious place and decided to venture off first thing in the morning. Peter let out a yawn as he tinkered with the device placed on his lap. As a male, he had to decline going on three counts. First, it was too early for anypony to do anything, and it wasn't often that he got to sleep in, the Crusaders and his roommates making it impossible to do so at home.

Second, there was the task at hand, or hoof in this case. Sitting upright in his chair, as if he was still a human, Peter struggled to properly make the correct adjustments to his pair of web-shooters. With the race only two days away, he figured now would be a good time to work in peace, without having to be weary of an unwanted interruption, namely by the two ponies that didn't know his secret, Octavia and Vinyl Scratch. However, the third reason was Peter's primary excuse for not tagging along with his friends.

Immediately after his conversation with Princess Luna a few hours ago, Peter started making the modifications to his web-shooters, but problems arose during the process, leading to several complications. The pony design was rather sensitive compared to the formal human's, meaning jamming was a frequent problem, and if something of the sort happened during the race, a fall from several stories was in the stallion's future. Not to mention, his web-cartridges were dangerously close to being empty, forcing Peter to recreate a new batch of gossamer from scratch.

He stayed up for a great portion of the night, determined to finish his project as soon as possible. If anypony were to see him at the moment, they'd mistake him for a zombie. Fortunately, his hard work paid off, modifications to the design were complete and the cartridges were refilled in decent time. Raising his hooves overhead, Peter let out a victorious yawn before falling over the table in a slump. There was still time for him to catch a little sleep before the trip to the Plaza. Sadly, he knew the girls were not going to allow him to miss out, even if he wanted to.

The door opened behind him, its protesting creak echoing throughout the room. Peter stole a glance out of the corner of his eye, making sure the majority of his attention remained on the device in his lap. However, upon recognizing the shade of lavender on the girl's coat, a warm smile formed on Peter's face. He placed the web-shooter on the table and turned his chair completely around. The mare raised her brow at the stallion but managed to return his smile with one of her own.

"Peter? You're still up?" Twilight whispered, maintaining her volume to a respectful level.

Her mane appeared a bit ruffled and small bags sat underneath her large eyes, showing the mare had woken up prematurely. Peter saw her like this quite a bit, usually first thing in the morning, but even in such a state, Twilight was cute. Peter´s mouth opened wide, letting out a large yawn it dared not conceal. He just admitted his roommate was cute, and his brain refused to comment. Either it was finally ready to agree with Peter or it was too sleepy to retort. Peter nodded. It was probably a bit of both cases.

"Yeah, I was just making a few modifications to my web-shooters." His eyelids grew heavy, but Peter managed to keep them half-open. "What are _you_ doing up?"

Rolling her eyes, Twilight playfully poked Peter in the side, bringing his gaze to find her free hoof pointing at the closed window across the room. Using her magic, Twilight opened the blinds, allowing the early morning sun's rays to beam into the room. Peter exhaled as he used his hooves to shield his eyes. It seemed the modifications took longer to complete than expected. Against his will, he pulled an all-nighter and was too stupid to notice.

Twilight shook her head disapprovingly. "You're just lucky the race is tomorrow and not today."

Shrugging his shoulders, Peter shook his head. "Tell me about it. I feel like a total zombie."

"Keep working yourself like this, and you'll look like one, too." Placing her hoof on his shoulder, Twilight offered the stallion a warm smile. "You should get some sleep, Peter. I don't want you to-"

Twilight's ears perked at a peculiar sound. Soft snores escaped from Peter as he sat with his head down on the side. A few strands of his unkempt mane rested over his face, finding a way to stick thanks to the drool escaping from his opened mouth. Twilight cooed at the sight, finding it cute in the worst way. With her magic, she dropped the quilt from the bed over Peter's body with the exception of his head. If the position was uncomfortable, he'd move on his own, but Twilight giggled, knowing her friend's flexibility made it possible for him to sleep anywhere in any fashion.

She even found Peter asleep on the ceiling once, and Pinkie attempted (succeeding somehow) to duct tape herself along his side.

The longer she watched Peter sleep, the hotter her face grew. Twilight found herself thinking of her roommate more by the day, but she figured it was only due to the incident regarding the book. Yet, the sensation coursing through her body felt different. It was warmer. Unlike the heavy guilt that threatened to crush her, this feeling was light, fleeting. Butterflies would fill her stomach. It was periodic, but Twilight never wanted it to leave.

It was reminiscent to the way she felt the night of the Gala. Peter looked more attractive than usual, and she already found him easy on the eyes. Twilight bit her lip. It only worsened when they danced. Never had she felt so flustered. He held her so close for only a moment, and she actually liked being in his hooves. Her breathing grew shallow. She had no idea his body was so solid. Twilight rolled her eyes. It was in her nature to be observant. Her comment meant nothing.

It was odd, and it only happened whenever she was around Peter. She even became nervous around him. Her pores would open, causing her to sweat mildly. As Twilight watched Peter fall deeper into his slumber, her heartbeat's pace increased as her usual symptoms returned, more intensely than usual. Instinctively, she edged closer, unaware her mouth was dangerously close to Peter's cheek. Fortunately, her mind realized what was happening, prompting Twilight to clumsily back away.

Her brow furrowed. There was something else she felt. A burning desire to press onward. She shook her head. It was... anticipation. Did a part of her actually want to...?

The temperature in her face grew even more intense, and her heart threatened to burst upon such a thought. Whatever these feelings were, Twilight did not know what they meant. She would ask Peter what was happening, but he needed the entire day to catch up on his sleep. Perhaps the day of the race, she'd make sure to ask Celestia. Surely, she'd have a logical explanation for her unusual behavior. Hopefully, it was not anything serious.

With her mind made up, Twilight turned to take her leave. Peter needed his rest. She stopped at the doorway, stealing one final glance at the sleeping stallion.

She scoffed, closing the door behind her. Perhaps she was being a bit too observant...

Twilight's mind continued to race as she made her way back to her bedroom. Peter had become a regular subject of interest over the past few weeks for Twilight, but she couldn't figure out why during some times, now particularly, her physical and mental beings became so enthralled with the matter. Some of her physical symptoms were shallow breaths, quickening heart rate, sweaty hooves, increased body temperature, and a tendency to smile more often than usual.

It was an anomaly matched only by her mental symptoms, which included countless thoughts centered around Peter, an adept sense of fuzziness, and a hidden urge that has yet to be understood, much to her own irritation. To make matters worse, she actually enjoyed these unusual sensations.

The librarian furrowed her brow at the thought. Whenever it came to Peter, there was only one pony she could talk to with no fear of being judged. Plus, she was the only one awake at this hour. With her sense of logic, hopefully she could provide a rational explanation regarding Twilight's bizarre behavior.

* * *

><p>"All right, Twi'. This must be serious if you want to talk so early in the morning," Applejack stated, scratching the back of her ear. The dining hall was empty, breakfast not having been prepared yet, but based on the details of Twilight's request, it was for the best that nopony would hear what she had to say. Shrugging, Applejack removed her hat from her golden crown and placed it on the middle of the table, between herself and her friend. "Talk to me. What's wrong?"<p>

"It's about Peter," Twilight bluntly replied, frowning. Her hoof tapped feverishly against the table as the stallion's image flooded her mind once more, causing the mare to groan inwardly. Even now, it was happening. "I've been thinking about him so much lately, but I don't know _why_."

Applejack raised her brow. "Did something happen?"

"No! Absolutely nothing has happened. It's not like the incident with the book. Everything has been fine between us. No. Everything has been _great_ lately. I don't understand it at all." Twilight's voice sped with each word, revealing her flustered state of mind. "Ever since that night at the Grand Galloping Gala, I've been really nervous around him. Just a few minutes ago, I think I wanted to kiss him!" She placed both hooves on the table and leaned closer to the blonde with a puzzled expression in her large eyes. "This has never happened before! Applejack...what is wrong with me?"

No immediate response was given, at least not the type Twilight was expecting. Applejack placed her hoof over her forehead and giggled innocently. "Nothing's wrong with you, Twi'. It's just-" She paused, unable to suppress her growing laughter.

Twilight glared. "Applejack! This is serious!"

Applejack waved her hoof apologetically. _'That is **so** Twilight,'_ she thought, remembering how dense her intelligent friend could be. "There ain't nothing to worry about, sugarcube. Ah' think Ah' know what's wrong." Gentle assurance could be felt from her voice. "Lemme take a guess. Pete's the only pony that makes you feel this way?"

The lavender mare simple nodded. "Yes. I never felt like this for anypony before."

Indeed, she had not. While she had grown considerably sociable over her time in Ponyville, Twilight's circle of friends were small compared to the normal pony's, but it was because of that circumstance that she forged a sibling bond with those closest to her. Yet, her feelings for Peter were different from those she held for Spike and Shining Armor, a deep sense of admiration but something else. Her cheeks practically burned. Was it...? She shook her head, shifting her gaze to the ground, namely out of embarrassment.

Such an outlandish thought. It couldn't have been_ that_. She bit her lip. Could it?

_'Strike one.'_ A coy smile formed on the farmer's face upon spotting the blush on her friend's features. "You said you've been like this since the Gala, right? Can you be a bit more specific?"

"That's easy. It was when we danced together," Twilight said straightforwardly, the memory of that night remaining as fresh as ever.

Her mind went adrift, to the moment everything changed. Twilight clumsily struggled to find her balance, all while trying to maintain a sense of rhythm to the slow, orchestral score playing throughout the room. She had never been much of a dancer, and with four left hooves, it was a wonder nopony had said anything about it. Her dance partner was not much better off. Peter's gaze remained locked on his hooves, occasionally shifting to meet with Twilight's violet irises.

Despite his incredible sense of balance, Peter continuously misstepped, narrowly bumping into his friend with each motion, but with a horrid misread, Twilight stumbled first, falling forward with unsettling grace. However, no crash landing occurred. Twilight opened her eyes, trying to find what stopped her plunge, but her breathing grew shallow once she found herself leaning into Peter's body, the side of her head pinned against his solid chest. Both of his hooves were wrapped around her slender frame, pulling her further into an embrace of sorts.

An astounding heat wave coursed through her body. The position was embarrassing, clearly, yet Twilight felt no need to leave Peter's grasp. She could practically feel his strength shielding her from the dangers of the world. Sadly, in her bliss, she failed to notice her friends were staring, most out of awe. Twilight's eyes widened as her senses returned, her face flushing with embarrassment. The mare quickly (much to her dismay) broke away from Peter, but in her rush, she accidentally stepped right on the tip of his hoof.

The night continued without incident, but for Twilight, the moment remained, a part of her wishing to relive it in the near future. Blinking, she finally brought herself back to the present before turning back to Applejack, who only offered a smug grin in return. The temperature in her cheeks continued to rise, threatening to melt away her very presence. Was it truly _that_ she felt? It couldn't have been.

Peter... Does she...?

_'Strike two.'_ Applejack closed her eyes and huffed. It was painfully obvious what Twilight was feeling, but she wanted her friend to figure it out, too. "All right, Twi'. Last one. Does Pete know how you feel?"

Reminiscent to lightning striking a rod, the question asked ignited something within Twilight. Peter was the center of her building emotions. So why did she not go to him first? It didn't seem right. Was it due to a lack of trust? Twilight shook her head firmly. Of course it wasn't. She trusted Peter with her life. No, it was because of something else. The feelings she bore were intimate, not meant to be taken lightly. The inside of her chest tightened. Was it... _that_?

Twilight brought her hoof over her heart, smiling at how erratic its pace had grown. "Applejack... am I...?"

_'Strike three.'_ Smiling, Applejack reached over the table, placed her hoof on top of her friend's, and giggled. "Sugarcube, it's plain as day. You're in love with him."

"I'm in...What?!" She peeped, nearly stumbling out of her seat. Placing her hooves over her burning cheeks, Twilight shook her head profusely. "Love? No! I can't..." Her eyes grew wider with every passing second. Suddenly, temperature in her chest reached a fever-pitch, giving an affirming nod metaphorically. One final image of Peter flashed across her mind,. Everything finally started to make sense. Twilight nodded as her lips curled into a smile. "I'm... in love."

Applejack smirked. "You're finally starting to be honest with yourself. Now all you have to do is tell Pete how you feel."

"Huh?" Twilight was going to melt if this continued. "Applejack, I can't."

"Sure, you can."

"No. I can't." While the smile on her face remained, a hint of sadness formed in her eyes. "I've done nothing but cause Peter trouble. It's my fault he's trapped in Equestria."

Exhaling, the blonde's hoof fell over her forehead. "Twi'. You and Pete are so much alike, it outta' be a crime." An honest smile formed on her face as she placed her hoof over Twilight's. "You always think you're causing _him_ trouble. He's always thinking he's causing _you_ problems." She began to caress her friend's hoof. "You two are _always_ thinking about each other."

Twilight's mouth fell agape, her blush remaining. "Really? He thinks about me, too?" Applejack's words echoed throughout her mind. Peter thought _he_ was a problem? He had not done anything wrong since his arrival. Her eyes widened at a late realization, shifting back to Applejack. "What should I do?"

Much to the unicorn's surprise, Applejack abruptly stood from her seat. "Best advice Ah' can give you? Just tell Pete how you feel. He ain't the type to pick up on little hints." As she placed her hat back over her head, the blonde huffed. "Ya'll have that in common, too."

Just tell him? Twilight closed her eyes and shook her head disapprovingly. Perhaps if she wielded the Element of Honesty, Applejack's advice would have been easy to follow, but this situation had grown too complex for such a simple solution. Her violet irises softened at a thought. Just holding in this secret proved challenging, especially when the subject of interest was so close. Would he understand? What if she ended up pushing him away by revealing her feelings.

Inhaling, Twilight felt a pull from within her chest and cringed once an aching sensation occurred. Such a thought hurt, but she managed to hold a smile. Peter had proven his loyalty too many times for anypony to question now, staying by her side even after the truth regarding the book came into light. At the very least, he wouldn't run away, but a fear remained, causing the mare to bite down onto her lip. Even if she were to consider Applejack's advice, how exactly could she go about doing it?

An exasperated groan escaped from the unicorn. Despite her vast intellect, Twilight was hopelessly clueless when it came to love. Her crimson-stained cheeks continued to burn, prompting Twilight to laugh forcefully. Not that she was actually in love, of course.

Twilight shook her head, dismissing the thought. Of course she was in love. "But _how_ do I tell him?"

"Sometimes it's not about _telling_. You might be better off _showing_ Pete how you feel." Applejack placed her hoof on Twilight's thigh and patted it gently. "Just go with your gut. It'll make sense then."

Before she could hope to ask anything, Applejack left the vicinity, laughing heartily on her way out. Twilight watched her friend with a look of bewilderment. What did she mean? The temperature in her features rose, an idea igniting a surge of emotion. Gasping, Twilight's hoof fell over her mouth. Surely, Applejack didn't mean _that_? The image played throughout her mind mercilessly, as if a part of her being wanted to give the theory a try. No! That was illogical! Who would try something so outlandish?

Hopping from her seat, Twilight decided to retreat to her quarters and think of an alternate mean to reveal her feelings to Peter. However, her lips curled into a smile as her flushed gaze rose from the ground. As silly as the idea was, Twilight admitted it was sorely tempting to try.

* * *

><p>Peter's eyes fluttered open, taking in as little light as possible. He steadily rose from his position, pausing to wipe his face clean of the drool, but the task proved rather messy, his mane stuck fast to his cheek. Letting out a groan, Peter forced himself from his seat and made his way over to the nearest window. The sun slowly set across the horizon, allowing a new night to steadily take hold of the world.<p>

"Oh, for the love of... I slept the entire day away," Peter sighed, bringing his hoof over his forehead.

"Hey!" Turning at the sound of the voice, Peter found Twilight entering the room with a bright smile on her face. "You're finally awake."

"Twilight? How long was I out?" His hoof continued to wipe away at the slob. With no mirror in sight, Peter knew he looked like a Tasmanian devil. "Please tell me you didn't take any pictures."

"It's almost seven P.M. I made sure nopony disturbed you." The mare giggled. "And no. I didn't take any."

"Thanks."

Time was certainly against him. Because he overslept, Peter had only seventeen hours left until his race with Spitfire. Walking over to the table, the stallion peeked his head underneath the desk and found his trustworthy backpack sitting to the far side. He reached out, but the muscle between his neck and shoulder tightened, causing Peter to groan outwardly. Now was a good time to stretch his limbs.

He removed the gloves from his costume and brought them up to the table. As the stallion replaced his web-shooters within each glove properly, he concurred that a field test was mandatory. Once the procedure had been completed, Peter threw the rest of his costume on, earning a baffled expression from the lavender mare. Before she could say anything, he rushed over to the window and slid it open.

"Wait!" Twilight blurted out, causing her friend to stop in his tracks. "What are you about to do?"

His mask covered the majority of the stallion's face, revealing only his mouth. Peter used one hoof to point at his other. "I have to make sure my web-shooters are working properly." Pulling his mask all the way down, Spider-Mane nodded his head firmly. "I won't be long."

"Well, before you go, I have something I want to ask you." Twilight's tone suddenly grew soft, matched only by the concern held in her violet irises. Once Spider-Mane turned around and removed his mask, maintaining his perched position by the window, Twilight took a step forward, closing the distance between herself and the hero. Her breathing began to grow shallow. "Do you honestly believe you can win tomorrow?"

Scratching the back of his head, Spider-Mane shrugged. "Not sure, really. I'll never know unless I try."

"Spitfire's an elite flier. You may be a great hero, but you're still a unicorn taking on a Pegasus in an aerial race." Twilight glanced to the side, brushing her hoof against the other. She hated being so pessimistic to her friends, but the current situation begged for it as the odds fell against Peter. Yet, her smile remained firm. "I just want to know that you'll be okay."

Peter remained quiet for a few moments. She closed her eyes, biting down on her lip nervously, but the sound of the stallion's light chuckling brought her violet gaze to meet his hazel irises.

"I could _tell_ you, but..." He reached out, offering the mare his hoof. "I think it'd be better if I just _showed_ you."

The same warmth that perplexed Twilight resurfaced, evident by the blush forming in her cheeks. Her eyes stared questionably at the gesture. Surely, he did not expect her to go web-swinging with him. Yet, there he remained, with his hoof reaching out to her. Twilight felt her intake of breath shortening. It was not from fear but her longing sense of anticipation, the same sensation she felt earlier.

_'You're in love with him.'_

Twilight brought her hoof over her chest in a vain attempt to tame her heartbeat. Perhaps out of instinct, her body moved on its own. Peter's posture remained calm, meaning his patience had not dimmed. He always tolerated her, even on the worst days. Twilight knew she couldn't be in better care. So why did she hesitate? These feelings were not bad. In fact, Twilight longed to understand them. Why did Peter cause such a spur in her emotions, and why did she enjoy it thoroughly? It couldn't have been normal.

_'Now all you have to do is tell Pete how you feel.'_

Whether or not it was, Twilight pressed onward, placing her hoof directly on Peter's. Suddenly, her lips curled into a smile, the contact sending a warm wave through her body. Her eyes widened. The answer had been in front of her the entire time. How could she not have seen it? However, it felt wrong, especially after everything she did. Had she the right to feel this way? Peter may have accepted her apology regarding the book, but surely he couldn't do the same for this.

_'Sometimes it's not about telling. You might be better off showing Pete how you feel.'_

It was too much. She had to do something. Peter readied to lift Twilight onto his back, but the mare pulled her hoof away from his. Before he could ask for an explanation, Twilight leaned forward and pressed her lips onto his. Peter's eyes widened as his mind flooded with thoughts of shock, awe, and horror. Was a pony kissing him? What brought this on? Why wasn't he stopping it? So many questions plagued his mind. Peter's vision glazed over, centering on the violet irises that rested inches away.

She was beautiful. He always knew that, but it didn't change the fact that she was a pony. Granted, he accepted that he was also a pony. It was a shield he held needlessly. Twilight and the others accepted him despite his alien background. So why could he not do the same? More questions echoed throughout his mind, but his body ignored them, melting into this act of affection. Peter placed his hoof over Twilight's shoulder, pulling her further into the kiss, and she moaned inside of his mouth, pure bliss filling her senses.

The pair finally parted, perhaps out of need for oxygen. Twilight held her hoof over her mouth, savoring the taste bestowed upon her lips, but her eyes widened, her mind lately realizing what had just transpired. She just kissed Peter. What had she done? Her body acted on its own. Twilight shifted her head about frantically. She actually kissed him! There was so much she wanted to say, but her senses grew numb, destroying all forms of rational thought.

"Twilight..." Peter whispered, edging closer to the mare.

Her lips quivered. "Good luck tomorrow!" she blurted out, cursing her mind for betraying her mouth.

Perhaps out of emotion, Twilight turned away and ran out of the room. She chastised herself. It was unfair to do such a thing to Peter, but her mind was too frazzled to think clearly. Her feelings for Peter were sound, that much she knew, but Twilight felt as if a mistake had been made. Was she premature in her decision, or rather, her reaction? What could she do? Twilight nodded inwardly, knowing there was somepony who could help her. If it was truly love she was experiencing, Twilight knew exactly who to send a letter to.

* * *

><p><em>Dear Cadence,<em>

_How soon can we speak? I'm in Manehattan at the moment, but I'll be back in Ponyville by Tuesday. Do you think we can speak then? Just the two of us, I mean._

_I think I'm in love._

_-Twilight_


	21. Race Through Manehattan

_**Author's Note- For those who received a notification, yes. This chapter has been modified. Rather, the chapter's the same, but more has been added to the ending. I just wanted to make sure everyone's kept up to speed. Forgive me for the mix-up.**_

* * *

><p><em><strong>Chapter Twenty-One "Race Through Manehattan"<strong>_

Hundreds to thousands of ponies filled the streets of Manehattan, their roars of applause extending to the furthest reaches of the city. The day had finally arrived, all of the build-up leading to this point. It was a tale of the seasoned veteran taking on the up-and-coming rookie, Spitfire and Spider-Mane. Even the gathered crowd could not help but feel a mismatch in today's event. A unicorn facing off against a Pegasus in an aerial race was almost unheard of, surpassed only by the fact that the Pegasus offered the challenge in the first place.

Everypony wondered what the captain of the Wonderbolts could have been thinking, but Spitfire's answers to the media were often cryptic, usually ending with a simple 'you'll see when the day comes' or 'just seems like it'll be fun'. Perhaps she saw something in the rookie nopony else could and wanted nothing more than to test his mettle. Spider-Mane may have been strong, but it was left to see if his speed could match his strength.

In the sea of ponies gathered for the event, only a few physically showed their support for the hero. Derpy, sitting by the starting line, wore her signature t-shirt with a heart next to Spider-Mane's face, and she also carried a flag in her mouth, the words 'Spidey's #1 Fan' being etched into it. Across the street from her position was Spider-Mane's entourage, all wearing crimson and navy blue ribbons around their necks and hooves. Even Princess Celestia and Princess Luna displayed their support subtly by donning the same ribbons around their necks.

However, with a navy blue cheerleader's uniform around her frame, a design of Spider-Mane's insignia over her chest, Pinkie Pie raised a pair of crimson pompoms high over her head, ecstatically showing her support via enthusiastic cheers and rhymes.

"Spider-Mane! Spider-Mane! Go-!" she held the note, lowering her pom poms, before leaping to the highest of her ability. "Spider-Mane! Woo-hoo!"

The others chose not to intervene in their friend's 'performance', partially out of fear that they would be forced to join in the activity. The ever-stoic Trixie was the unfortunate soul that crossed Pinkie's line of sight earlier. Without a chance to form a rebuttal, namely due to the pink mare's speedy mouth, she was thrown into a matching cheerleader's uniform and handed a pair of pom poms as well. As much as the former magician wanted to support her friend, Parker, she wished to retain some form of dignity, but it seemed that was a small price to pay for having allies now.

Trixie sighed. Only today would she stoop so low. "Hoo-rah. Hoo-rah." The unicorn blankly stated, mirroring Pinkie Pie's motions with an immense look of exasperation. "Spider-Mane. Hoo-rah."

As both mares continued their cheering, the others conversed, passing by what little time remained before the beginning of the main event, but one remained to herself, keeping her gaze fixed on the starting line while her mind attempted to sort out the countless thoughts that filled it to the brim. Several hours had passed since that special incident, and Twilight still could hardly believe what had transpired. She kissed Peter but ran away the moment after, leaving the librarian's heart to question the actions of both her mind and body.

Memories of the morning after played through her mind, adding to her pent up stress. She watched as her friends (rather the ones that knew his secret) wished Peter good luck before departing, but for reasons unknown, Twilight could not bring herself to do the same. She could hardly sleep, the images of their kiss refusing to give her any peace of mind. It was easy to imagine Peter going through the same ordeal, causing Twilight to further chastise herself.

How could she have been so selfish? The race with the Wonderbolts' top flier was sure to require all of his focus, and after what happened last night, it was safe to assume a majority of Peter's attention was elsewhere. Twilight shook her head disapprovingly. It didn't help that she was directly avoiding contact with him, too. Eventually, she would talk to him, but only after when she comes to terms with her emotions. It was unfair. For all she knew, Peter felt as if the entire situation was just a tease, and Twilight scolded herself for leaving such an impression.

That was not the case. She really liked Peter, more than any pony she's ever known, and that didn't give her the right to string him about so cruelly. His feelings were just as important as hers, but Twilight wanted to be absolutely sure that if it was truly love she felt for Peter, the safest route had to be taken, though it proved to be the most difficult path to follow. The mare let out an exasperated sigh. Why did this have to be so complicated?

Unfortunately, in her guilt-ridden trance, Twilight shifted her gaze over, accidentally coming into direct eye-contact with Peter. Everypony had already left the room, leaving her with no shields to duck behind. The muscles in her limbs went numb, eliminating the choice of retreat, and the inside of her mouth grew dry, making it impossible to form tangible words. Both ponies stood in an awkward silence, a flush filling their faces as a result. A dual set course within Twilight, a battle of wills between her heart and mind.

One begged to stay and apologize to Peter, to explain her behavior, while the latter screamed for a tactical retreat, knowing that course of action was not meant to be taken today. Much to her dismay, Peter made the first move and slowly approached the mare. The internal debate came to a screeching halt, sending Twilight into a deep panic. Her muscles were still locked, and the closer Peter got, the fuzzier her mind grew. He stopped a couple of inches shy of Twilight, but his hazel irises grew soft upon a quick inspection.

Perhaps he could have sensed the trouble going through her mind or it was written all over her face. In either case, Peter smiled somberly before gently placing his hoof over Twilight's shoulder, earning a light gasp for his action.

"Take as long as you need to figure things out," Peter whispered, earnest care evident in his voice. He leaned forward, albeit clumsily, and gently pressed his lips on Twilight's forehead. "I'll wait as long as it takes."

Twilight lowered her head, desperate to hide the crimson blush that surely stained her cheeks, but despite the immense level of embarrassment she felt, it could not keep her lips from curling into a relieved smile. Peter's caring nature remained as sterling as ever, easing away a great deal of tension pent up within her mind and body. With words so simple and a kiss so brief, Peter told Twilight that he understood. It was just as important for him as it was for her, meaning there was no need to rush into anything.

Her feelings were sound, enforced thanks to Peter's gentle assurance, but Twilight only wanted a little guidance from her sister-in-law to be sure.

Soon, she promised. Very soon.

Her hoof fell over Peter's as she brought her violet gaze to meet his finally. "Thank you, Peter."

Unfortunately, her body ignored her mind's order to rendezvous with her friends and chose its own course of action. Swiftly, the mare gave the stallion a brief yet very affectionate peck on the cheek. Once the deed had been done, Twilight's senses came rushing back into fruition with the force of a waterfall.

By the goddesses, she did it again! Her face beet red, the unicorn scurried out of the room, colliding with every object in her path from a chair, across a table, and into the door. She managed to steal one final glance at Peter, who waved sheepishly, before slamming the door shut with her magic, rather hardly.

Frazzled, Twilight could only sigh. She hoped to gain control over this matter much sooner than later.

**"It's time to introduce the participants!"**

Snapping out of her trance, Twilight was greeted back to reality with an ear-deafening set of cheers. The earth shook as everypony stomped in excitement, eagerly awaiting the announcer's next words. Rainbow Dash was the first to lean over her section's guardrail, prompting the others to follow her example. Hesitantly, Twilight nodded, deciding to take a place among the rail as well.

There was plenty of time to sort out her feelings. Right now, she had an important task, and that was to lend Peter as much moral support as she could.

**"Our first competitor hails from Cloudsdale. She's one of Equestria's finest flyers, the captain and the most decorated member of the Wonderbolts. She holds over twenty honors since the start of her initiation. She's the one and only, Spitfire!"**

Soaring through the clouds overhead with the speed of a bullet, a Pegasus clad in a bright blue, skin-tight jumpsuit with a yellow bolt design streamed across her chest came into view of the thousands of spectators below. The entire crowd erupted, quickly revealing who the fan-favorite was once more. Her fiery mane and tail whipped back at the mercy of the wind once the mare's speed increased in her descent. Inches above the ground, Spitfire pulled her wings back into her side and slid smoothly across the ground for several meters before coming to a perfect stop near the starting line.

With a confident smirk, she gave the crowd a wink and a friendly wave of her hoof, intensifying the cheers around her tenfold.

"Ah!" Rainbow Dash squealed, holding her hooves over her mouth. "Was that cool or what?!"

Applejack nodded, whistling. "Yeah. Ah' reckon' that was pretty fancy- Hey!" She turned to her friend with a glare. "Whose side are you on anyway?!"

Shaking her head, Rainbow raised her hooves defensively. "I'm on Spidey's side, no doubt about it!" Her cheeky grin returned full force as she shifted her attention back to the starting line. "That doesn't mean I have to lie about what's cool and what's not, though!"

Trixie huffed, rolling her eyes. "At least she's honest... for whatever credibility that holds."

"Honesty's _my_ schtick, loyalty's _hers_. Just had to make sure she wasn't acting screwy." Applejack smirked, poking the skirt the unicorn wore. "Nice dress by the way."

Her brow twitched violently at the comment, leading Trixie to raise her hoof/pom pom to conceal her mouth. "Remind me to kill that idiot, Parker, later," she paused, shifting her violet irises to the pink mare a few feet away, "...for leaving me alone with _her_."

"Come on, Trixie! Here he comes! It's Spider-Mane! So shake those 'poms!" Pinkie Pie cheered, shaking her pom poms vigorously. Begrudgingly, the former magician merely exhaled, shaking her pom poms with the speed and strength of a turtle. Yet, this seemed to have satisfied Pinkie, who smiled widely and raised her hooves gleefully. "Yay!"

**"Our second competitor is somewhat a mystery. He's strong enough to take on the biggest dragons, and nice enough to help the tiniest fillies. He's Ponyville's hero, Spider-Mane!"**

Perched on the edge of a rooftop, Spider-Mane sat in a squatting position with his blank lenses centered on the crowd underneath. While applause was heard, or rather Pinkie's insistent cheering, several murmurs and whispers coursed through the populace, but after a few seconds, a few ponies managed to spot the stallion, pointing out his location for everypony to see. Suddenly, the cheers increased in volume considerably, though it still paled in comparison to the ovation Spitfire received.

However, that didn't matter to Peter, for throughout his entire life (normal and heroic), he had always been viewed as an underdog. It was just another day in the office for the Wall-Crawler. Shifting his head slightly, he managed to spot his supporters rather quickly, from his self-proclaimed number-one fan to his friends. Each gave him a smile with the exception of Trixie, who mouthed off a silent 'you owe me', but Peter's gaze remained centered on Twilight, sending his mind into an upheaval of sorts.

_'So about last night and this morning? You're fine with it? I mean, Twilight kissed you twice. Let's not forget you sort of kissed her back.'_ His mind scoffed. _'I get that you told her to take her time and figure things out. What about you? Don't you think you need to figure this out, too? I mean, going from kissing a girl to a pony is pretty extreme, dude.'_

Spider-Mane stood from his position. _'Well, truth be told, I'm still surprised. I didn't think Twilight really liked me in that sense, but I'd be lying if I said I didn't like her, too. She's smart, cute, and really nice. Plus, she knows a few of my secrets, and none of them bother her. Twilight's really...'_ He grinned, scratching the back of his head, _'special.'_

To quote himself would have been redundant, and to recall any of the events would have been no different. It was true. Twilight was special. Honestly, Peter felt he had so much in common with the librarian. She was socially awkward to an extent, matching the wallflower that Parker truly was. She was very responsible, making Peter's inner Uncle Ben proud. She was very intelligent, coming off as a nerd, but Peter found that endearing considering he was Queen's biggest nerd back in New York.

She was surprisingly clumsy, having the grace of a bull in a china shop. It somewhat mirrored Peter, seeing as how suggesting he was smooth was a wild misunderstanding. Twilight was adorable, bearing the most wonderful smile, and that pink strand in her mane he loved so much, how Peter begged that she never discards it. His mind groaned. This was pathetic, but it wasn't a surprise. He felt this way since that night at Zecora's when Twilight learned everything about his past and wanted to remain his friend nonetheless.

Yet, one significant trait remained, giving his mind one final chance to argue. _'And the whole 'her being a pony' thing? Isn't it weird?'_

Raising his hoof and holding it across his face, Peter's answer was simple. _'Well, I'm a pony, too. We've been over this. My background just doesn't matter to these girls.'_ His gaze fell on Applejack and Rainbow Dash. _'They know what I am, and they still call me their friend.'_ His gaze shifted to Princess Celestia and Princess Luna. _'They still trust me.'_ His gaze moved to Rarity and Fluttershy. _'They still support me.'_

Finally, Twilight fell back into his line of sight. _'So her being a pony? It doesn't bother me at all. We're not that different. Besides...'_ He trailed off, filling the temperature in his face rise. _'Twilight's a good kisser.'_

_'All right. I get it. You really like her.'_ His mind let out a defeated sigh. It was pointless to even attempt an argument. It seemed Twilight eliminated all shred of doubt with that one kiss. _'We know what **you** want. Let's just hope **she** wants the same thing. Gives you all the more reason not to suck today!'_

A sense of light erupted from within Peter, like several bolts of electricity firing into a conductor. "Yeah! Let's get this started!"

Leaping from the building, Spider-Mane allowed gravity to aid in his descent, and as the crowd exclaimed with a mixture of awe and horror, he fired a strand of webbing to the closest building, managing to fall into a swinging motion. Using the strength in his lower body, Spider-Mane threw himself from his webbing and performed a series of flips before landing perfectly on all four hooves by the starting line. Shrugging, he faced the crowd haplessly, somehow transforming a moment of silence into a stunning round of applause.

While the crowd continued to hold their ovation, Peter turned to the right, finding Derpy waving at him feverishly. He returned the gesture with a wave of his own, causing the clumsy Pegasus to sigh blissfully and wave her flag with increased vigor. Smiling underneath his mask, Spider-Mane faced his entourage. Princess Celestia smiled warmly while her younger sister gave the stallion a firm nod, although a small smile could be seen within her features as well. His friends leaned over the rail, each managing to offer some form of support respectively.

"Do be careful, darling!" Rarity called out, concern evident in her voice.

"Um... stay safe," Fluttershy said or rather whispered. Thankfully, Peter was able to read her lips through the crowd´s noise.

"We believe in you, partner!" Applejack cheered, raising her brow at the pair of cheerleaders to her side. Pinkie held a sign with Spider-Mane's face on it while Trixie, to her right, raised a poster with an exclamation point on it. The farmer snickered as she turned back to the masked stallion. "They believe in you, too!"

Rainbow Dash smiled confidently. "Remember what we talked about, dude! You got this!"

Lastly, Spider-Mane turned to Twilight, who held her hoof over her chest. Closing her eyes, she smiled and innocently cheered, "Good luck!"

With that, the stallion nodded before turning to take his place behind the starting line. However, his spider sense went off within his cranium, forcing Peter to stop in his tracks. Though his sense for danger was giving a forewarning, it was not nearly as intense as usual, mildly buzzing instead of the sharp bolts of pain that occasionally struck. This meant the 'danger' he was in was mild at best. Sadly, he blinked once, only to find an aquamarine mare leaping at him with her hooves fully extended.

Under duress, Spider-Mane could have easily dodged the incoming 'attack', but stunned as he currently was to an amazing extent, Peter could only watch helplessly as he was tackled to the ground.

"Yes!" Lyra giggled uncontrollably, nuzzling her head against her trophy's chest and tightening the grip of her hooves around his torso. "I have you! I finally have you-!"

Several ponies with batons tackled the young mare before she could revel in her victory, freeing Spider-Mane who had not yet recovered from the initial shock of the attack. Kicking her hooves with all of her might, Lyra tried to the best of her ability to break free, but the numbers of the security force proved too great, finally being subdued after what seemed like minutes. Lyra continued to squirm, keeping her wide, eccentric gaze dually focused on Spider-Mane.

"No! Let me go, you fools! He's a hu-!" One of the guards snapped a muzzle over the mare's face, but that would not calm her rebellious spirit. It would only make her muffled speech intangible and impossible to understand. "Mmm Mmm Mmm! Mmmmmmmmmmmmm?! Mmmmm! Mmm..." ("I'll get you next time! You hear me?! Next time! Darn it...")

Octavia's mouth fell agape as she watched security drag her friend away, her hoof fell over her forehead. "Oh, my stars. Please tell me she didn't actually do that."

Reality having settled back in, Spider-Mane sat up from the ground, his masked eyes as wide as the horizon. "Okay. Who... or _what_... was that?!"

"Rabid fan. When you're famous, you tend to see those," Spitfire coolly stated, bringing Spider-Mane's gaze to find her hoof extended out to him. "It's nice to finally see you, dude."

"Is that all? I was worried I gave somepony the wrong impression for a moment," Spider-Mane sighed, accepting the gesture and placing his hoof onto hers. With a quick jerk, she pulled him from the ground, earning a sheepish chuckle from the stallion. "Thanks for that."

Tilting her head to the side, Spitfire's brow furrowed behind her goggles. "I'm not going to lie. I thought you'd be taller... and bulkier." Her orange irises followed his slim yet athletic figure slowly. "You're a bit on the puny side. Totally not what I was expecting."

"Um... sorry?" Spider-Mane murmured, rubbing the top of his head.

After her 'inspection', a smirk formed on the Wonderbolt's face. "I never said it was a bad thing."

"I'm never what anypony expects. I guess it's part of my charm."

"I'm just glad you're not a jock," Spitfire replied, smiling as she made her way behind the starting line. Bringing one hoof across her chest, the Pegasus proceeded to stretch her limb. "Arrogant meatheads tend to rub me the wrong way."

Spider-Mane promptly took his respective place behind the line and balanced himself onto his two front hooves, leaning vertically upright. Performing push-ups from his position, the stallion let out a small chuckle. "Trust me, I'm quite the opposite of a jock. You can kind of say I'm a nerd, but that'd be the understatement of the century." Spider-Mane leaped back to a normal stance. "Anyway, I have a question for you."

"What is it?" Her wings stretched to the furthest of their ability before snapping back into her side.

"Why did you want to challenge me to a race? I mean, I'm honored you chose me, big time, but..." Spider-Mane paused for several seconds, finally pointing at the sky blue Pegasus in his section, who had her rose irises fixed on Pinkie's cheering momentarily, "Rainbow Dash deserves this way more than I do. I'm as fast as a sloth compared to her."

With a frown on her face and brow raised high, Spitfire gave the masked pony a look of suspicion, but both quickly diminished, forming a closed-eyed smile afterward. "That's pretty cool of you, dude, but I already know Rainbow Dash is a speed demon. I learned that when she saved my life." She brought her hoof over her mouth. "Between you and me, she's faster than both of us, but I want her to mature a bit more before I send an invitation. Don't want her head to swell."

Spider-Mane continued to stare at the Wonderbolt, pointing his hoof at himself. "Okay, I get that, but why challenge a unicorn like me and not any other Pegasi?"

**"Racers, take your positions and allow the official to explain the rules of today's event."**

Grumbling, the stallion turned, prepared to follow his given instructions, but a whistle from behind caused him to spin his head back to meet Spitfire. Her posture remained firm and the smile on her face remained, though for reasons unexplained, the Pegasus suddenly used her hoof to pull her goggles from over her face. Her orange irises revealed to the world, Spitfire made certain her sight was specifically centered on Spider-Mane, who only stammered as he tilted his head to the side.

"You want to know why I challenged you? It's because I think you have something that they don't." As Spider-Mane raised his hoof, perhaps to ask a second question, Spitfire slid her eyewear back into place and turned sharply on her hooves, not before giving the hero a serious smirk. "Now show me what you're made of, Spider!"

_'Everyone really wants me to go through with this, huh? Guess I don't have a choice then.'_ Shrugging his shoulders halfheartedly, Spider-Mane let out a defeated sigh before leaping over to his assigned spot behind the starting line. "All right. You asked for it!"

**"Mares and stallions, welcome to today's event. This race will consist of three phases: the obstacle course, the Empire State Ascension, and the final obstacle course. First, both participants must adhere to their respective rules. Once airborne, Spitfire is prohibited from coming into contact with the ground or buildings more than three times. Should she fail to do so, Spitfire will automatically be disqualified."**

**"Spider-Mane is allowed to use the buildings for various purposes such as galloping, web-swinging, and prevention from falling as long as he remains on course, but he is not allowed to fall onto street level more than three times or use any form of magic. Should he happen to land on street level, Spider-Mane will be given fifteen seconds to get back in bounds. Failure to answer the count of fifteen will result in a disqualification."**

**"Once the participants clear the obstacle course, they will immediately begin their ascension of the Empire State Building. The moment they reach the flag at the highest point, they must descend as quickly as possible and begin the final obstacle course. Whoever can reach the goal first without having been disqualified, will be dubbed 'Manehattan's Greatest Acrobat'. Take it away, mister official."**

A white Pegasus approached the starting line, shifting his blue irises between the racers. "All right, you two. Let's have a good clean race. No foul play. I will disqualify you the moment I see anything dirty. Is that clear?" Both ponies nodded. "All right, racers. Take your mark!"

The entire city grew silent in the span of a few seconds as both racers planted their hooves, taking what seemed to be a pony's version of a three-point stance. Spider-Mane felt his heart racing, its thumping breaking the silence in his ears. Many emotions coursed through his being, but none compared to the sense of anticipation and fear that threatened to overwhelm the young man-turned-stallion. Considering the dangerous life he led, Peter felt rather silly for getting worked up over a race.

"Set!"

Spitfire's wings rose at their highest peak, maintaining that form until the official would give the final signal. Spider-Mane slid one of his hind hooves back, putting as much weight into it as he physically could. Though his gaze was aimed for the course ahead, Peter managed to steal one final glance at the mares in his entourage section, particularly the lavender unicorn. Then, the lingering sense of trepidation returned, slowing the outside world down with the exception of Peter.

It was not the crowd nor the odds that disturbed him, but the fear of disappointing Twilight that almost engulfed the stallion in a wave of doubt. The official's hoof lowered, bringing the world back into its normal speed. Spider-Mane smirked inwardly. He'd try his absolute best for Twilight's sake.

"Go!"

Lunging forward, both ponies galloped out of the starting line and into the street. The crowd came to life, their cheers intensifying by the second. Spitfire's wings continued to flap as her hooves picked up speed, but her orange irises widened once she saw how much acceleration her opponent had already gathered despite not having left the ground yet either. Spider-Mane continued to pull away in his full-throttle gallop, wanting to use as much of the fifteen-seconds limit as possible. Finally, with a leap, Spitfire managed to take flight, quickly dashing past her opponent.

Using all of his strength along with his gained momentum, Spider-Mane jumped to the highest/furthest of his ability, almost managing to reach Spitfire, but she moved to the side, forcing the stallion to fire a strand of webbing and pursue in a swing. He threw himself from his webbing, landing on the side of a building before jumping into a new swing. Spitfire continued to maintain the lead, but a trio of blimps suddenly rose, blocking her path and threatening to swat the Pegasus out of midair.

However, throwing her weight back, Spitfire flipped out of harm's way. Before she could attempt to go through the obstacle, Spider-Mane dove over the mare, clearing the first blimp in the process. Falling into a dive, he positioned his body directly underneath the second blimp before firing a strand of webbing to the underbelly of the obstacle. Spider-Mane held onto his gossamer despite rapidly falling, but once the webbing stretched to its limit, it retracted and slingshot the stallion across the course.

Despite the wide-eyed shocked expression on the mare's face, a confident smile remained in place. _'He's pretty good.'_ Flying over the first blimp, the Wonderbolt zipped underneath the second before jetting over the third. _'Guess I'll have to take him seriously.'_

* * *

><p>Princess Luna furrowed her brow, unaware a look of awe filled her features, and turned to Celestia by her side. "That was quite impressive. For a babbling buffoon, he's quite skilled. Do you honestly believe he can keep up this pace, Sister?"<p>

The Sun Goddess nodded. "It's too soon to tell. Spider-Mane has the advantage throughout the obstacle course." Her younger sister raised her brow, prompting Celestia to follow with an explanation. "He is gifted with a sixth sense for danger. A 'Spider Sense' as he likes to call it. Whenever danger, whether mild or serious, is within his vicinity, he can sense it."

Turning back to the race, Luna's expression stiffened. "So throughout the obstacle course, he doesn't need to worry about approaching with caution, whereas Spitfire must tread lightly." A faint smile formed on the alicorn's face, but it dissipated back into its trademark frown. "I understand now. With his extraordinary reflexes, Spider-Mane indeed has the edge over young Spitfire in the obstacle course."

"Yes," Celestia replied, hesitantly diverting her attention to the tower both racers approached, "but Spitfire _will_ regain the advantage through the ascension. I only hope our friend can weather that storm."

"I believe he will." Luna's tone fell low, but a strong sense of confidence could be felt within.

Celestia smiled, admiring the faith her sister had in her newfound friend.

* * *

><p>Spitfire steadily closed the gap, catching up to the web-swinging stallion. However, before she could hope to pass him, a small object emerged between the pair. Spider-Mane was able to react, contorting his body perfectly to dodge the projectile as well as maintain his speed.<p>

Unfortunately, Spitfire was not so fortunate. The object exploded, unleashing a bright, flash of light. The Pegasus yelped in surprise as her senses grew disoriented. Shaking her head, she struggled to gather her bearings, but the moment Spitfire managed to stop her plummet, a series of pyrotechnics erupted around her body, sending the Wonderbolt into a downward spiral to the ground.

**"And down goes Spitfire! Looks like she's in for a nasty fall!"**

Spitfire's eyes shot open once her wherewithal regulated. Flipping in midair, she managed to flap her wings and stop herself from crashing into the ground. Spider-Mane dodged the last of the fireworks, landing near the base of the Empire State Building. Scowling, the Pegasus sped back to her previous spot, this time managing to dodge the first array of light explosions. A second wave appeared, seemingly prepared to swarm the mare a second time, but Spitfire changed her angle, flying between a duo of light spheres, and spun, knocking the third away with a kick before it could ignite.

Spider-Mane continued to scale the colossal building in a full-speed sprint, using webbing from his front two hooves to pull himself every few meters and maintain his pace. After clearing the last of the obstacle course, Spitfire approached the Empire building full speed, leaving behind an orange/blue streak, but before she could collide head-on with the structure, the Wonderbolt used every ounce of strength in her body to shift vertically skyward instantaneously.

**"Both racers have entered the second phase of the race. Spider-Mane has reached the halfway point, but it seems Spitfire is already catching up to him!"**

* * *

><p>Trixie watched with a concern gaze, biting feverishly at her hoof. <em>'Come on. You can still win this.'<em>

Sweat poured from Pinkie Pie's forehead, the excitement building within her chest combined with the heat of the sun were responsible for the development. Yet, her enthusiasm had not faltered in the slightest, but it could not hide the small tears forming in the corner of her eyes. She shook her pom poms desperately, progressively with more force as Spitfire closed in on Spider-Mane. Suddenly, Trixie took her pom poms back into her hooves and retook her place beside Pinkie, this time shaking her cheering instruments with keen interest.

"Don't you slow down now, you idiot! Go!" the unicorn yelled, earning a wider smile from the pink mare.

* * *

><p>The top of the building was nearly within reach, a few hundred meters to be exact. Spider-Mane proceeded his climb in leaps and bounds, tempting to give his burning muscles a momentary reprieve, but before such a thought could enter his mind, a streak blew by, whipping the stallion's mane over his face. Spitfire reached the highest point of the building in what seemed to be a flash. The flag that served as the checkpoint flapped at the wind's mercy, and touching the tip with her hoof, Spitfire's wings retracted into her side and allowed the Wonderbolt to descend into a free fall.<p>

Exchanging glances, Spitfire passed her opponent, but Spider-Mane would only nod, firing a strand of webbing just underneath the flag's position. He pulled himself onto the pole with a single jerk but remained perched on its side with his gaze centered on the descending Pegasus. With her gained distance and building speed, there would be no way to catch up by merely falling after her. Planting his hind hooves further against the flag pole, Spider-Mane extended his two upper limbs and fired webbing from both onto the edge of the building.

Not wanting to relinquish either strand, the stallion climbed the pole reversibly until he reached the top. With a brief intake of breath, Spider-Mane leaped to the highest of his ability, ascending until his stretched webbing reached its limit and slingshot the stallion downward with the velocity of a bullet. As Spider-Mane neared Spitfire, he watched her wings extend, allowing the mare to further amplify her speed and keep her distance.

She pulled up, narrowly avoiding the concrete that awaited below, and Spider-Mane fired two strands of webbing and mirrored her actions, barely averting a plummet that would have otherwise turned disastrous. Flying at her top speed while he swung at his, the crowd roared with excitement as the competitors entered the final phase of the race only a few feet apart, with Spitfire in the lead.

* * *

><p>Derpy hopped onto her section's rail, bringing her hooves over her mouth. "Come on, Spider-Mane! Woo-hoo!" Unfortunately, she lost her balance, slipping back into the unwaiting hooves of fellow spectators. They gave the blonde Pegasus a set of glares, and Derpy could only respond with an apologetic yet sheepish smile. "Sorry."<p>

Rarity's eyes practically beamed as she paced in place. "My word! It's so close. I can hardly stand it!"

"Come on, Spider-Mane!" Rainbow Dash jumped, holding her place in mid air. "Bring it on home!"

"Woo! He can do it! _He can do it!_" Fluttershy shrieked, bringing everypony's gaze in her direction. She hopped in place, blissfully unaware how high her voice grew.

"Yes, he can!" Twilight said, smiling widely. Joining Fluttershy in her jumping frenzy, Twilight used her hooves to clap. "I believe in you, Spider-Mane!"

* * *

><p>An array of pyrotechnics swarmed the course, profoundly surrounding the racers. Spitfire stopped in her tracks and flipped to the side, dodging the first wave, and Spider-Mane spun into a dive, threading the needle between a pair of fireworks before resuming his web-swinging. However, the crowd exclaimed at an unexpected development.<p>

Spitfire shifted her head, finding the explosive orbs' flight path had abandoned their original skyward flight path and became heat-seeking missiles, following the streak the mare exuded. Peter felt an alarm go off in his cranium. The pair of orbs he dodged returned from behind, forcing the stallion to sway his body to the side in order to dodge the first. Just as the second prepared to find its mark, Spider-Mane spun around, swatting the ball of light with his tail.

The Wonderbolt performed a series of somersaults, but the pyrotechnics remained steadfast in their pursuit, zeroing in on what was soon to be a direct hit. Suddenly, Spitfire approached the side of a building, and once the orbs were only a few feet away, she flapped her wings with all of her might, pushing her body away as the explosives detonated on the structure instead. The shockwave knocked the mare off balance, but she recollected her senses, finding her opponent landing on top of the first blimp.

Instead of traveling underneath like he had the first time, Peter figured it would have been safer to travel overhead. He proceeded to jump across the blimps like a series of trampolines, but once Spider-Mane landed on the third and final obstacle, Spitfire flipped over his head, dropping on the nose of their current obstacle. The finish line was just a few hundred meters ahead, and here they were, only a few feet apart.

Both ponies prepared to finish what they started, but one final pyrotechnic shot into the sky, its high-pitched scream serving as a battle cry. However, this ball of light was larger than the previous shots, meaning the force within was to be taken far more seriously, but something was wrong, evident by its erratic trajectory. It seemed to have finally settled on course, aimed for the front of the nose.

It was not to be. The ball lowered at the last moment, piercing the underbelly and burning through the top of the blimp. Spider-Mane staggered about, struggling to maintain his balance on the rapidly descending blimp. Spitfire hovered from her position, giving the stallion a concerned expression. She offered her hoof out, prompting the hero to reach out and accept the gesture.

**"There seems to be a malfunction. Everypony in the immediate area evacuate!"**

"There's no way everyone's going to get to safety on time," Spider-Mane murmured, pulling his hoof away from the Wonderbolt. He peeked over the side, finding dozens of ponies scurrying from the area, but most were colliding with each other, confirming Peter's fears. Shaking his head, he stole a glance at his friends before turning his attention back to the immediate danger those underneath him were in. "Sorry, girls. Duty calls!"

"Whoa! Wait! What are you doing?!" Spitfire yelled as the blimp crashed into various parts of surrounding buildings, shattering glass and destroying steel beams. "It's dangerous! Let me get you to safety!"

"Don't worry about me! I'll stop this! Just get back!" Spider-Mane retorted, galloping across the blimp before the Pegasus could hope to argue. More glass fell in around her, forcing Spitfire to heed the stallion's advice and retreat into the air. Spider-Mane neared the edge, his gaze centered on his two hooves. "I just hope I have enough webbing left to do this."

Spider-Mane dove into a free fall, using a strand of webbing to pull himself to the underbelly of the blimp. With his back against the zeppelin, he shifted his gaze from the approaching ground to the surrounding buildings. Stretching his hooves so that they faced the opposite direction of each other, Spider-Mane launched two strands of webbing, both latching to different buildings. Straining, he pulled the strand together and formed a cohesive thread. The weight of the blimp was already wearing on the gossamer, stretching until it readied to snap.

However, Spider-Mane repeated his action several times at lightning speed, forming eight strands to create four threads, then thirty-two to sixteen. Only a few seconds remained until collision. Deliberately losing his footing, the stallion fell with his back facing the ground and gaze focused on the blimp's underbelly, particularly the center of the web withheld the threads in place. With his hooves extended, Spider-Mane unleashed an array of webbing, covering a majority of the bottom side, but it served its purpose as extra padding, strengthening the bond of the many strands.

The blimp's descent slowed to a steady halt, thanks to the makeshift 'web' net it rested in. Once certain danger had been averted, the stallion spun around and extended his hoof, but nothing happened as his plummet grew faster by the second. Spider-Mane shook his hooves frantically to no avail. His cartridges were depleted, leaving him with no way to break his fall. By the time anypony realized the predicament the hero was in, it was far too late.

"No!" Twilight cried out as Spider-Mane crashed through the roof of a stand, the structure exploding from the impact.

Peter opened his eyes slowly, instinctively running his hoof across his face, and a groggy yet relieved sigh escaped from the stallion upon realizing his mask was still intact. A stinging sensation coursed through his head, prompting Spider-Mane to force himself back into a standing position, but a weight of sorts ceased his progress before he could hope to begin. Upon further inspection, Peter learned that a majority of his body was pinned under what appeared to be the remains of the stand he crashed through._******  
><strong>****_  
>Yet, he managed a chuckle despite his compromising position. This situation, while troublesome, paled in comparison to the time he was forced to hold an entire building on his shoulders, and if anything could be judged on Spider-Mane's strength alone, a few slabs of stone were an inconvenience at best. Sliding his hoof underneath the large piece of masonry, Peter strained to lift the material, failing on his first attempt. Exhaling, he pushed with all of his might, but it proved futile, every ounce of his super strength having abandoned him suddenly.<p>

"No. Not now," he begged, groaning under his breath.

In typical Parker luck fashion, his powers would deplete at such a horrendous time, but if past experiences taught Peter anything, it was that the effects of disablement would last for only minutes at a time. Granted, he had not been at full strength since his arrival in Equestria. However, the situation quickly developed for the worse. With each blink he took, Peter's vision grew increasingly blurry. Slamming his eyes shut, he waited several moments before reopening his hazel irises, but much to Peter's dismay, everything within his line of sight remained one unclear image.

The horror of reality steadily began to sink in, matched by the weight of the wreckage that progressively made its presence felt on Peter's weakening body. It was exactly as Princess Celestia forewarned several weeks ago. Nopony knew exactly when it would occur, but eventually Spider-Mane's gifts would completely diminish. Now was that very time. Shaking his head profusely, Peter pleaded for more time, not for his sake but those around him.

After the incident with the blimp, which seemed odd enough on its own, Spider-Mane wanted to ensure everypony was safe, and he wouldn't be of much use without his powers.

_'I can't really help anyone if I can't help **myself** first,'_ Peter thought, rasping as the weight on his body began to compromise his air intake. Before he could attempt to free himself once more, a splitting pain ignited from his buried hoof. Peter reached out, cringing, but a cry of anguish escaped from the stallion after a trio of snaps viciously echoed throughout his dormant vicinity. "Ah-! God!"

Peter bit his lip and slammed his head against the ground, a desperate act to ignore what was clearly a broken leg. Even his vast durability and exceptional healing factor were gone, leaving the usually sturdy Spider-Mane broken like shattered glass. That fact became obvious once the firm grasp of subconsciousness threatened to engulf Peter, his eyes sliding into the back of his head. The impact of the fall was finally having the correct effect, not on Spider-Mane but Peter Pony Parker.

Before long, everything went black, and Peter found himself lost in an involuntary slumber.

* * *

><p><em><strong>"So..."<strong>_ a deep, frightening voice echoed throughout the abyss,_**"this is where you've been hiding."**_

_'That voice. Is that...?'_ Peter tried to open his eyes, but a strong force kept him from doing so. Nothing physical restrained him. The muscles in his body felt heavy, unable to respond to any command, yet Peter felt light, like a wandering cloud lost in an endless drift. _'What's going on? Why can't I move? Am I dreaming?'_

_**"Such a shame. It would be so easy to finish you right now,"**_ the voice added. Its volume grew and caused Peter's blood to grow as cold as the winter wind. _**"After everything we've been through, I owe you so much."**_

_'My god... Is that Osborn? I must be dreaming. Why would I-?'_

_**"Time is short, but don't worry. We'll see each other again real soon, Spider-Man,"**_ he said before breaking down into a wicked cackle, _**"or should I say, Peter Parker?"**_

That same second, Peter begged to retort, but all train of thought diminished, falling with him as his descent into darkness deepened. The differences between dream and reality were null and void as long things remained as they were. Yet, those ominous words from Osborn played throughout his mind relentlessly, finding a way to echo across the airwaves into his ears. It was impossible to ignore, but for the sake of his feigning sanity, Peter begged the voices to stop.

The illusions of a dream should not have mattered so much, but the bottom of Peter's stomach trembled, dismissing any notion to pass the moment as fantasy. It just felt too real to be a dream.

_**"Spider-Man!"**_ a second voice called out, this time from a woman. Like the first, it was familiar, but this was not an enemy. It was aged, full of wisdom gained from years of experience, yet there was a mysterious air about this woman, giving off an enigmatic aura. How could Peter _not_ recognize Madame Web's voice? _**"It is nearly time for you to achieve your destiny."**_

_'Madame Web? My destiny? What are you talking about?'_ Peter's mind screamed, demanding for any form of explanation. However, his body began to drift, fleeting as the darkness lifted with light filling its place. Aggravated, Peter lashed out, swatting at the force that pulled him away, but it was for naught, clear by his drastically, increasing traveling speed. _'Answer me!'_

_**"Spider-Man, you must accept who you are in order to regain what you have lost. If you do not, all will be lost for the world."**_ The light swallowed his entire essence, but the voice´s presence could still be felt, as if the source was only a few feet away. _**"You must... for her sake as well."**_

_'Her? What are you-?'_

_**"Peter..."**_ Suddenly, a great sense of warmth filled his body. A third voice now reached out to him, belonging to that of a young woman. _**"Please... wake up."**_

_'Twilight?'_

* * *

><p>Peter's eyes opened but slammed shut due to the bright greeting of the sun's light. Using his hoof as a shield, the stallion reopened his eyes, groaning upon realizing his superpowers were still gone, evident by his poor vision. As Peter shifted his weight, preparing to stand, he quickly found his body restrained, not by chain or steel bonds but medical bandages and a blanket. Particularly, one of his legs was wrapped within a cast and placed carefully on a pillow, remaining elevated so that recovery would be swift. He attempted to move his limb, but a bolt of pain struck, ceasing any progress before it could begin.<p>

"Please, do not force yourself." Suddenly, a hoof fell over his shoulder, bringing Peter's gaze to find a pink, unicorn standing over him. Her violet mane fell over her grayish purple irises, and the gold and pink streaks rested behind her ears. Her smile grew. "You're in Canterlot. You've been asleep for nearly a week."

His brow furrowed. "Who are you?"

"Oh! I'm sorry! I imagine it's strange waking up and finding a complete stranger watching over you," she removed her hoof and giggled innocently. "I'm Twilight's sister-in-law, Cadence. It's nice to finally see you."


	22. Pink and Purple

_**Chapter Twenty-Two "Pink and Purple"**_

Peter's mind came to a halt, slurring as it struggled to come back to terms with reality after what felt like an endless, recurring nightmare. Initially, he was about to panic due to the fact that his costume and mask were removed, but after learning Canterlot was his current locale, Peter managed to remain calm by clinging to a tiny thread of hope. Had either Celestia or Luna's influence been a factor during the aftermath of the accident, then there was a chance Spider-Mane's secret identity had not been revealed to the world.

It was faint, but he needed something to grasp to keep from falling into a deep rooted panic.

Peter sighed inwardly. Pinkie Pie's overly-positive outlook on life was rubbing off on him. Which brought the current situation back into mind. While Peter was grateful for a guest, he wished to have been greeted by any of his closest friends, namely the ones that knew of his tie-in with Spider-Mane. They could properly inform him of what transpired since his loss of consciousness. Whether or not the pyrotechnics backfiring was truly an accident, how Pinkie actually got _Trixie_ into a _cheerleader's_ outfit, and why Twilight's sister-in-law, of all ponies, was present.

He stared, or rather squinted, at the mare for several moments, and after an embarrassing amount of time, Peter managed to spot a pair of wings on her sides. The stallion's brow furrowed, showing his befuddlement. The mare was not a unicorn as he originally thought, but an alicorn like Celestia and Luna. She was tall in stature as well, perhaps not quite the height of either co-ruler of Equestria, but certainly when compared to Peter.

_'Is there a third goddess I didn't know about? If so, Twilight certainly crowds herself with celebrities.'_ However, realizing he was staring (finally), Peter shook his head and scratched the side of his jaw. _'Real smooth, Parker. This conversation's off to a **great** start.'_

The last thing Peter wanted to do was leave a bad impression on a stranger, let alone a close relative of the girl he really liked. Nervous laughter escaped from the stallion. "Sorry, I sort of blanked out for a moment there. You said your name was Cadance, right?"

His laughter grew inadvertently. _'Stop laughing, moron!'_

Heeding his mind's screams, Peter placed his hoof over his mouth and cleared his throat, forcefully. "Not to sound rude, but what are you doing here, visiting me? We've never even met."

Smiling, the alicorn nodded. "I understand where you're coming from, and it's only fair I explain myself." Her bright violet gaze shifted to the open window before falling back to the bed-ridden stallion. "It's been a week since your accident. Twilight's stayed here and waited for you to wake up the entire time." Cadance shook her head, the smile on her face remaining warm. "Poor thing. She hasn't slept for days. I practically had to beg her to go home and get some rest yesterday. The only way she agreed to it was if I promised to stay here in her place for the night."

"I've been out for a week?!" Peter blurted out, sending a jolt through his broken limb. As he clutched at his leg, murmuring several expletives under his breath, the stallion's eyes widened at a late realization before softening with remorse. "Twilight's been with me the entire time?" A saddened smile formed on his features. "That dork. I didn't mean to make her worry. Is she okay?"

Cadance raised her brow questionably. "Unbelievable. You've just woken from a week-long coma, and you're worried about somepony else?" Peter's ears perked as his face flushed with embarrassment. Yet, the alicorn giggled innocently. "Twilight was right. You're very caring."

The temperature in Peter's face elevated, evident by the shade of crimson that rose within his cheeks. "She actually said that? Twilight gives me way too much credit. If anypony's caring, it's her."

"You're modest, too. Just like Twilight said," Cadance added, winking.

Shaking his head and hooves defensively, Peter felt his presence melting into a pile of frazzled goo. "What?! No! I'm not-! She's-!"

"-also right about you having trouble accepting compliments," the mare nonchalantly stated, grinning upon earning a defeated groan from the stallion. _'He gets flustered so easily,'_ her mind noted, giggling, _'just like her.'_ Cadance paused, her expression suddenly matching that of a serious tone. "There's something else I agree with my little sister about."

"Huh? What's that?" Peter asked dumbly, unable to remove the goofy smile that etched itself onto his face. _'Parker! Focus! Stop smiling like a doof! You can't earn cool points like this!'_ Biting down on his lips, Peter managed to hold eye contact with the alicorn, but his nerve slipped, allowing his smile to resurface. His mind moaned, sadly. _'Who am I kidding? I've never played the cool card.'_

What may have seemed like a crushing defeat turned into a baffling turnabout. Cadance's demeanor lifted, leaving behind the firm tone for a light-hearted smile. Peter's hazel irises widened, unsure of what to make of the situation. His confusion only grew when the mare giggled innocently.

"Twilight was not exaggerating. You're _very_ handsome when you smile!"

In the span of a second, Peter felt everything grow fuzzy. His mind raced while his heart sped, threatening to break its own limit. To make matters worse, he began to laugh uncontrollably, as if his mind had finally gone over the proverbial edge. Twilight actually thought positively of him, but as if that weren't enough, she thought he was handsome. Peter's mind huffed, reminding the star-struck stallion that Twilight would not have kissed him if she didn't find him somewhat attractive.

However, the fact that she _told_ somepony spoke volumes to Peter. It meant there was a chance Twilight wasn't ashamed of what she felt, and that her feelings were mutual with his. Rolling his eyes, Peter's smile lost its merit, morphing into a bittersweet grin. He was getting ahead of himself again thanks to Pinkie's influence. It was just a series of compliments. Everypony does that for each other. Twilight was an innocent girl, and her words were probably just a reflection of that.

Shrugging inwardly, Peter accepted that possibility, although a large part of his being begged to be proven wrong.

"Peter, there is something I would like to know," Cadance gently called out, freeing the stallion from his self-induced trance.

Her demeanor stiffened once more, and there was no sense of falsehood in her voice to be found whatsoever. Peter acknowledged this, placing his hooves down by his side while maintaining his silence. Cadance smiled inwardly, appreciating the stallion's ability to take situations seriously when the time was needed.

"Twilight has told me so much about you, though I would like to know how you feel about her; and I want the truth."

"The truth? You honestly want to know how I feel about Twilight?" His gaze fell to the ground, but it could not mask his blush underneath. "I mean, it's embarrassing coming from a nerd like me. So the truth is going to sound cheesy." Inhaling deeply, Peter mustered every fiber of his will together before turning back to the alicorn with a stern glare in his eyes. However, the smile he bore was pitiful, full of plea. "You promise not to laugh?"

Cadance simply nodded. "Of course."

"Well, it's easy to say how much I like Twilight as a friend. She's nice, smart, supportive, and understanding. I mean, how can you _not_ find her appealing on that alone?" Twilight's image filled his mind, causing Peter's face to burn. "I may be a nerd, but Twilight's a total bookworm to the point where it's silly. She's so awkward at times. Have you seen how clumsy she is at times? Seriously, I think she's the only pony whose dance moves make mine look professional. She freaks out so easily, too. Just last week, that girl thought I lost my backpack and tripped over her hooves trying to get it for me."

His smile grew in width. "Honestly, she's too clumsy, but it makes me want to be there for her even more. I wouldn't change her for anything, even though I wish she'd let me sleep in once in a while. I only deal with that because I get to see that cute smile of hers every morning. I can say with a straight face that Twilight is the most beautiful girl I've ever met."

Peter's mind groaned, finding this outpour of emotion sickening, but it sighed desolately, knowing there was more to confess. Only the truth escaped from his mouth. He only hoped Cadance would believe it all.

"Back at home, I was a wallflower. Nopony really noticed me, but they sure paid attention whenever I made a mistake. I guess that's why I was the local screw-up." Peter shook his head, recalling the events over the past couple of months, but despite the numerous negatives that plagued his road, there was one constant positive that cleared the path. "None of that ever bothered Twilight. She accepts me for who I am, and that means so much. I can't describe how special that girl is, or how much I love..."

Perhaps out of instinct, Peter's hoof fell over his mouth, but it was too late, for his emotions were not very clear to himself and Cadance. His mind went out a flurry of a tirade, chastising Parker for saying too much. It was no wonder why none of the women on Earth, with the exception of Gwen, bothered to give him a passing glance, but with the confession he just gave, Peter was finally able to understand the depth of his feelings for Twilight.

She had become more than the friend who took a stranger in and the girl who constantly bugged him to wake up at dawn. Twilight was the best friend Peter ever had, and the second girl he grew to love.

"I love her," he firmly stated against his mind's will. Peter felt confident his chances to be with Twilight withered away, like a snowflake's life on a sunny day. However, he closed his eyes and smiled widely. If the truth was going to be heard, he had to make sure Cadance believed him. "I love that bookworm, and I wouldn't change that for anything."

Cadance stood silently with her mouth agape, but she quickly closed it, allowing her lips to curl into a smile. "You truly _do_ love her."

Peter brought his hoof over the bandage over his forehead, rubbing it gently. "Trust me, I _want_ to tell Twilight how I feel, but I don't know if she's ready. Before my accident, she told me she needed time to figure things out. It'd be wrong if I forced anything on her right now."

The alicorn closed her eyes and nodded, all while maintaining her smile. "You're so considerate, but I wouldn't worry. Twilight's more than ready to take that next step."

"Really? What makes you sure?"

"Let's just say it's a special talent I have, but you do not have to be the Goddess of Love to sense what you and Twilight hold for each other is special."

"So you're totally okay with this? I mean, she's Princess Celestia's apprentice, and now I find out the Goddess of Love is her sister-in-law," Peter said somewhat sarcastically, his dealings with gods in the past leaving little room for surprises. "Twilight's obviously meant to do great things. Is an average pony like me even worth her time?"

"She sure seems to believe you're worth her time, so why would I object to that?" Cadance politely stated, taking a step closer to the stallion until her shadow engulfed his entire figure. Shaking her head, the mare sighed inwardly. "You're just as dense as she is. Can't you tell Twilight loves you, too?"

Peter, unable to think of a response, sat silently, taking in the alicorn's words. He often believed there was a chance Twilight felt something for him, but his cynical side prevented him from believing in that possibility. Not because he wished it wouldn't happen, but to keep his hopes from getting too high should they crash. Peter shook his head. No. There was something else leading him away from the truth, and he knew exactly what it was.

An image of Gwen suddenly flashed through his mind, but darkness engulfed the girl, causing Peter to slam his eyes shut and throw his hoof over his face. Distortion warped his vision, and Spider-Man appeared to have taken center stage, holding Gwen's lifeless body in his arms. However, something was amiss. The girl's blonde hair suddenly grew in width, falling to her lower back, and its color matched a violet tone. Spider-Man's hand brushed a lone pink strand of it behind her cold ear before shifting his blank lenses to face Peter.

_'Are you going to let her die, too?'_

His ears strained at the comment, but Peter felt everything slip once he saw who the girl was in Spider-Man's arms. It was Twilight. He failed to save her, too. Peter's eyes shot open, shifting to find his surroundings had returned to normal. The answer was there. Madame Web's words finally made sense for the first time in his life. The true reason behind his diminished powers was not because he lacked a cutie mark. That was apparent to Peter the moment Celestia and Twilight explained exactly what the mark was meant to be.

_'You must accept who you are.'_

Being Spider-Man was not his natural talent. It came from a miracle of modern science or, rather, an accident. He only became Spider-Man through a series of life-altering circumstances. No, being Spider-Man was a choice, and Peter realized he no longer wished to be a part of it. From his final days on Earth to his present time in Equestria, Peter's alter-ego had done nothing but cause problems. Captain Stacy, Gwen, and Ponyville paid the price for Spider-Man/Spider-Mane's blunders. Eventually, Twilight would fall into that category, and Peter would never forgive himself.

_'...for her sake as well...'_

If he could be with Twilight without putting her in danger, life would be perfect. Sure, he would no longer have his abilities, but things would be safer. Equestria was relatively harmless, and even if something were to occur, Twilight and her friends could handle it. If not, Princess Celestia or Luna would take care of it with ease. Peter nodded. The loss of his powers were not a curse. He'd finally be a normal Equestrian and find the closure he needed. Twilight would not die because of him.

He would be there for her, not as Spider-Mane but Peter Pony Parker. Twilight sacrificed enough for his sake. It was high time he repaid the favor.

Facing Cadance, Peter smiled. "Of course I do, and I'd give anything for her."

"Then I have no right to object. Unrequited love can be found in many shapes and forms. Your feelings are sincere, so I know you will treat my sister well." Her hoof fell over his shoulder, but Cadance stole a glance out of the corner of her eye, smirking at a realization. "I think it's time Twilight told you how she feels herself."

Cadance stepped away from the bed and turned her attention to the door on the other side of the room. Using her magic, the alicorn gently pulled the door open, but Peter's mouth fell agape at the sight curled on the floor outside. Though her back was turned, facing the ponies inside the room, it was easy for Parker to recognize dark-violet mane and tail of the purple-coated mare, thanks to the lone pink strand in the middle of each. With her flank planted firmly on the ground, Twilight sat with her gaze fixed on the ground, seemingly oblivious to the stares of her sister and roommate.

Peter turned to Cadance, flushed. "I thought you said Twilight left."

"I'm sure you've realized that Twilight is rather stubborn and worrisome. I told her to go home, but she obviously didn't listen. I heard her outside by the door a few minutes ago before you woke up. Subtlety has never been her strong suit." the alicorn replied, smiling as she shifted her attention back to Peter.

Before he could reply, his ears perked at a familiar sound, prompting Peter to face the doorway. A series of sniffles escaped from the unicorn, each louder than the last. Twilight used her hoof to wipe her face clean as she slowly turned around to face everypony, but she could do nothing to hide the tears that stained her cheeks profusely. However, Peter eyes softened at the sight of the tiny smile the librarian managed to hold. Even now, he was amazed with her beauty.

"Twilight, did you hear all of-?" was all he managed before a pair of hooves fell around his neck. Peter sighed, feeling Twilight's soaked face sink into the collarbone, yet he managed a smile, wrapping his limbs around the mare's body.

Suddenly, Twilight trembled as her grip on the stallion tightened. "Thank the stars. I thought I lost you."

"I would have been a little more careful if I'd known you would worry this much about me." Peter grinned, causing Twilight to attempt a glare, but her resolve quickly dissipated, leaving the mare to lower her face back into its spot on her friend's chest. Shaking his head, Peter ran his hoof through Twilight's mane before planting a gentle kiss on the top of her crown. "You are such a dork."

Nodding, Cadance smiled. "Since you're here, Twilight, I'll go and let Auntie Celestia know the good news. She'll be thrilled to see Peter's finally awake." She made her way out of the room, pausing to give both ponies a friendly wink before cutting around the corner. "I'll be back in a few minutes."

The pair sat silently, waiting until they felt certain Cadance was out of hearing range. Twilight reluctantly broke away from the embrace but maintained a sitting position on the bed. She avoided his gaze, looking at the open window and then the sun hanging high overhead. The warm dizzying sensation was not going away, nor did it feel like it planned to any time soon. Peter's words played throughout her mind relentlessly. He admitted to his feelings, and despite the trouble she caused for him, Peter still loved her.

Her whole face seemed to be burning now. Blushing, she tore her eyes away from the sun and shifted the entirety of her focus on Peter. "Everything you said... I know you meant it all, but there's something I have to say." She shook her head. "I wish I told you this sooner. I know I said I had to figure things out, but..."

Peter nodded, a serious expression failing to mask what appeared to be a blush. "Twilight..." He started to say something else, but it was lost in an array of hastily prepared words the mare released.

"I always knew how I felt about you. I just... had a hard time accepting it." She immediately placed her hoof over his, patting it gently to show she meant no form of offense. "You're the only pony that's ever made me feel this way. I read several books trying to figure out how I should go about confronting my emotions," Twilight murmured, sighing, "but nothing was able to help me. I thought there was an exact way I had to go about doing it, and everything I read had various ways of expressing intimate emotions."

Twilight bit her lip, feeling uncomfortable in a situation she was unfamiliar with. "I even went to my sister-in-law, Cadance, for help. I figured if written documents couldn't help, surely the Goddess of Love could provide me with the answers I needed." The entire conversation played throughout her mind, but it faded to the conflict of rising emotions within her being. "She simply told me that love can't be described through definitions or text. It's something everypony experiences in their own way, and once it takes hold, we want to cherish and embrace it with only that one pony."

Her tears slowly returned, forcing the mare to slam her eyes shut. "I didn't know what she meant at first, but I finally started to understand when I thought about the times you and I shared together." Her cheeks began to feel wet again, and her voice lost its firmness, coming out in choked sobs. "Despite the fact that we've gone through low times recently, you've always brought a smile to my face with your honesty, kindness, and stupid jokes." Twilight turned her face away, wiping her sore eyes, but her smile remained intact. "Your stupid, stupid jokes."

Her voice had taken its cue from the passionate words floating around inside her head, unrestrained sobs echoing across the room. "When I realized that there was a chance I couldn't experience these feelings again, it all made sense! You're the one that makes me feel special, and I almost missed the chance to tell you how much that means to me!" Twilight's head fell in a slump, and her tears proceeded to fall, dripping onto the sheets of Peter's bed. "I'm sorry, Peter! I should have told you this sooner!"

Taking a breath, Twilight made certain her eyes came into direct contact with Peter's, their faces only inches apart. "I... I am in love with you." Cadance was certainly right. Such simple words were astoundingly difficult to say. "I know it's selfish, but after everything you've been through, I want to fill the void in your life... and help you start over." Twilight told herself to shut up, but the absence of her voice created a stillness she immediately felt ashamed of.

"Twilight..." Peter's voice seemed to hang in silence for ages as he reached out, placing his hooves over the mare's. In that one moment, she yearned to hear his next words, despite knowing they could possibly break her heart. However, her nerves loosened once the stallion laughed to hide his blatant nervousness. "I'd love to start over, as long as you're the one there with me."

It was unusual. After days of struggling to grasp her feelings, Twilight found the simplest of words held the deepest of meaning. As a wave of emotions washed over the mare, she found herself unable to speak. Yet, evident by the smile on her face, she was fine with the circumstance. Nothing else had to be said. Both ponies had confessed their feelings for each other, and despite the arduous road they traveled, their hearts were attuned. Peter didn't hate her. He loved her.

Twilight leaned forward, sobbing into Peter's embrace until she broke away, brushing her lips against his. She drank him in, and her fears disappeared, replaced by a nervous yet blissful passion. Peter´s hooves wrapped around the mare's body, matched only by the 'embrace' his lips shared with hers. Twilight's face was stained with tears still. Even though her heart felt as light as the clouds patterned across the sky, she could not stop herself from crying. Loosening out of their hold, Twilight brushed her hoof across her face and sighed.

These emotions were going to take quite some time to get used to. Peter, perhaps sensing her thoughts, wrapped his limbs around her neck and placed his chin on the top of her head. The physical contact filled Twilight with warmth but above all else, a strong sense of safety, as if nothing could bring her any harm. Her smile grew as wide as the horizon. Suddenly, she couldn't hold him tight enough and never wanted this feeling to end.

Peter glanced off to the side, a thought pulling at the back of his mind. He held Twilight firmly and closed his eyes before deepening the embrace. The inside of his chest tightened, clinging to whatever happiness it could, yet there was a pull, a lingering doubt that refused to yield to his heart's desires. A part of him begged to ignore the feeling and follow with his original plan to leave his life as a superhero behind.

However, he opened his eyes, finding his surroundings had changed once more. However, Peter was not lost in an abyss of darkness nor a realm of endless light. Something warm fell over Peter's shoulder, bringing his gaze to find an older man standing next to him with a warm smile etched on his features. Peter almost couldn't bring himself to meet the man's gaze, as tears filled his own eyes, but he managed, smiling sadly at the sight of Uncle Ben.

_"You've got a lot on your mind, son,"_ he gently said, squeezing Peter's shoulder reassuringly. _"Talk to me."_

Peter sighed, despising his conscience for doing this to him. _"I wanted to give up, Uncle Ben."_

Ben removed his hand from Peter's shoulder and shifted his gaze to the ground, prompting his nephew to follow his line of sight until he spotted something in particular. Its crimson design was easily recognizable, but the unwavering blank, white stare of the lenses sent a wave of uncertainty through the younger man. Ben knelt down, as if sensing his nephew's doubt, and retrieved the mask. However, he was not quick to surrender the attire, instead choosing to give Peter a stern glare.

_"You mean this? Why's that?"_ Ben asked softly despite the firm gaze he bore.

_"Because for a moment I thought if Spider-Man never existed, things would be better off. My friends would be safe, and I wouldn't get them involved in trouble like Captain Stacy and Gwen."_ Peter shook his head, letting out a harsh scoff. _"Then I realized if I just gave up, there'd be no way I could protect my new friends. I even thought it'd be better if they handled everything instead."_

Gritting his teeth, Peter clenched his fist, resisting the urge to punch himself to the greatest of his ability. _"They can't fight hydras or dragons! I got so wrapped up in my guilt that I nearly made a selfish mistake. It'd be no different from the time I let you die, Uncle Ben. All because I didn't want to use the power I had... Because I didn't want responsibility."_

_"Then you know what you have to do, right?"_ Ben reached out and grasped Peter's hand, leaving the mask with its rightful owner. Before the younger man could respond, his uncle pulled him into an embrace. _"Don't think for a moment that I'm not proud of you, Pete. Stop trying to run when you have no reason to."_ He stepped away, causing his surroundings to fade into a bright flash of light. _"Now go do what you do best and be the hero those girls need."_

Peter's eyes shot open, but they quickly softened, finding he was still locked in Twilight's loving embrace. Ever since Gwen was killed, Peter deeply hated the life he led, begging to find a way to free himself from its grasp, and now it seemed victory was within his reach finally, evident by his powerless state. However, it was nothing more than a hollow victory. Should the stallion lose his powers now, the happiness he fought so hard to achieve would be washed away in one foul swoop.

The friends that trusted him, the public that adored him, and the girl who mended his broken heart would all be lost. Peter shook his head defiantly. He would never let that happen. His new life was worth fighting for. If being Spider-Man could ensure the safety of his best friends and newly appointed marefriend, Peter would happily take up the mantle. After all, there was a bad guy coming in a few weeks. Somepony had to be ready to kick his butt, and Spider-Mane was just the one to do it.

"Twilight," Peter said, closing his eyes. The mare's ears perked at the sound of her name. Slowly reopening his irises, the stallion found his sight had improved mildly, evident by the clear image of his marefriend that sat only inches away but blurry background behind her. "I may be without my powers right now, but I swear I'll get them back so that I can protect you with everything I've got." He smiled. "I promise!"

Before she could respond, Peter's lips met with Twilight's once more, this time with an astounding amount of passion. They remained in that state for minutes, although some would argue it may have been hours.

Standing outside of the door with a victorious smile, Cadance nodded before turning to Princess Celestia, who only giggled a response.

_"Remember, Cadance... don't tell Shining yet."_


	23. Mist and Shadows, Part I

_**Chapter Twenty-Three "Mist and Shadows, Part I"**_

A bright flash of energy appeared at the doorstep of Twilight Sparkle's house before dissipating, revealing the lavender mare alongside her stallion. Whereas Twilight bore an innocent smile, Peter appeared rather exasperated as his brow twitched involuntarily. Only a couple of days had passed since he awoke from his coma, but thanks to the good, natural state of his recovery (and some persuasion from Princess Celestia), the doctors allowed the patient to return home on the grounds that he refrain from applying any pressure on his broken leg until his boot was ready.

Sadly, this meant Peter was going to be confined to either a wheelchair or a bed for the next few days. Even though his vision had fully recovered, the same could not have been said about his physical being. Unfortunately, while his healing factor was far greater than the average human's, it paled in comparison to the likes of Wolverine. Plus, his super powers had not fully returned, meaning his spider-sense, strength, agility, and ability to stick to walls were still lost. Peter scoffed. It was irritating. There was nothing he could do for the time being to earn his gifts back.

Yet, the majority of his frustration was not in the fact that his powers were gone. On a personal level, Peter would have settled for crutches, something far more subtle, but Twilight insisted otherwise, figuring a wheelchair was the best and safest mean of transportation. Sitting with a furrowed brow and scowl, the stallion tapped his hoof feverishly on the arm of the wheelchair. The cast on his leg and bandages around his head were more than enough for Peter to look and, more importantly, _feel_ ridiculous.

"Seriously, Twilight. The wheelchair is a bit much," Peter groaned, resisting the urge to stand under his own power. If not for the excruciating pain that would ensue or the scolding Twilight was sure to unleash, he certainly might have tried it. "I'm only going from one bed to another. I don't want to become a spectacle on wheels."

"We're only following the doctor's instructions," Twilight calmly countered, paying her stallion's annoyance no mind.

_Her_ stallion. Twilight's smile grew in width at the sound of those lovely words. It felt so nice to call Peter that. Unfortunately, she could not relish the feeling for long, thanks to the groans that escaped from the male. He had been like this since last night, begging that the wheelchair be left behind, but his whining was on par with the usual ones Peter exuded whenever he was woken up early (by his standards), making it easy for Twilight to ignore him for the most part.

The mare's horn began to sparkle with bright, violet energy, a slip of paper levitating from her knapsack and maintaining a position in midair inches away from her face. "He was very specific that you avoid putting any weight on your leg whatsoever. You may not like it, but the wheelchair is meant to help you." She paused, causing the paper to disappear from sight in a flash, and gave the stallion a stern glare. "And it will."

Peter groaned, folding his hooves in defeated fashion. Twilight was already impossible to argue with under normal circumstances, but now that she was his girlfriend (marefriend by Equestrian definition), Peter knew that from the day forward he would have to bite the nail to keep her happy. Yet, despite his irritated state of mind, the stallion managed a smile, allowing the mare to respond with one of her own. Sure, he'd be immobile for days or weeks, depending on the full return of his powers, but it would not be so bad with the quirky librarian by his side.

"All right, Twilight," he said, reaching out until his hoof fell over the mare's shoulder. A late realization came into mind, prompting a serious expression to form on the stallion's face. "Looks like you can finally tell me what I've been missing over the week."

"That's going to take a while. So much has happened." Nodding, Twilight's horn glowed, causing magical energy to engulf the front door. Once it opened, the lavender mare took a step to the side, clearing a path, but before Peter could hope to decipher what was transpiring, a pink blur sped into him, nearly knocking the stallion out of his seat. Twilight shook her head and eyes widened, reality striking her with the force of a meteor. "Huh?! Pinkie?! Be careful! You might hurt him!"

Pain coursed through Peter's body, some of his wounds having been aggravated, but he managed a smile at the sound of stifled cries that escaped from the mare. Pinkie's hooves wrapped around the stallion's neck, and her face remained buried in his chest. Peter managed to squirm one of his hooves free before running it through her poofy mane.

"Hey, Pinkie. I missed you, too," he strained, respecting the mare's tightening grip. Thankfully, Pinkie eventually broke her grip, using her hoof to wipe the tears away from her eyes. Raising his brow, Peter stared at the mare questionably. "What are you doing here? This isn't the Cakes' place, unless it's been seriously renovated and moved to a new locale."

Tears continued to pour from her eyes, but Pinkie held a smile on her face. She shifted her gaze to the opened door, prompting Peter to mirror her actions, but the stallion stammered, finding an unusual sight inside the abode. Brightly colored streamers rested across several of the bookcases, and a large cake sat on a table in the middle of the room, its vanilla icing design and chocolate body too tempting to not notice.

Yet, it was not the delicious looking treat that surprised Peter but rather the ponies that surrounded it.

Rainbow Dash floated high above everypony, using one hoof to hold a banner highlighted 'Welcome Home' against the wall and used the other to wave at the pair outside. Rarity trotted over to their position and fortunately exercised caution, gently wrapping her hooves around Peter's neck for a brief yet affectionate embrace. Fluttershy followed the unicorn's example, remaining as gentle as possible as she hugged the stallion.

Spike ran through the door and stopped directly in front of Peter. Clenching his claws, the baby dragon brought his fist into the stallion's extended hoof, cuing both individuals to give each other a friendly smirk. Applejack was not as gentle as the others, but while her grip was sound, nothing but affection could be felt. The farmer broke away, managing to give the stallion a friendly wink before anypony could notice.

Pinkie, unable to quell her happiness, wrapped her hooves around Peter's neck for a second time from behind, allowing her warm yet wet cheek to brush against his own. Trembling, her grip tightened, as if desperate to not let go for the fear something might be lost. Peter sensed this feeling and responded by gently rubbing his hoof over the mare's pair of limbs.

"Pinkie, I'm fine," he chuckled, his smile saddening. "You know I don't like making you cry. Cheer up! How can we party if the main party girl's crying?"

"He's right for once."

Peter's widened upon spotting a blue figure standing behind the door. Despite keeping her distance, the stallion could clearly see the subtle yet warm smile under the unicorn's silver-blue mane and half-closed violet irises. Extending her hoof, the unicorn hesitated, unsure whether to press onward, but Trixie shook her head and turned back inside. Keeping her gaze fixed on the ground, she took a seat near the bottom of the stairs, making certain to keep her own tears at bay.

"I believe you should let Parker inside already," she waved her hoof dismissively and glanced off to the side. "It'd be easier to explain what's been transpiring that way. I'm very certain he has a lot of questions."

"Plus, I'm starving. Please tell me that cake's as good as it looks," Peter added, his stomach concurring with a low growl.

Everypony within the vicinity giggled while the stallion scratched the back of his head sheepishly. Pinkie eventually broke her grip and shared an understanding smile with Twilight, who allowed her friend to take her position behind Peter's wheelchair. Slowly but surely, the pink mare carefully guided the injured pony inside, prompting the others to follow along. However, Twilight remained behind, pausing to stare sternly at the clear sky overhead, and her brow furrowed, an unsettling disturbance seeping into her being.

"Twi'," Applejack called out, freeing the unicorn from her self-induced trance. The farmer glanced at the sky, only to immediately turn her emerald, puzzled gaze back to her friend. "What's going on? You were staring at the sky like you saw something."

"It's just... I thought," Twilight murmured, trailing off as her mind struggled to recall the bizarre fixation it felt moments ago. Yet, the muscles in her body relaxed, as if nothing had ever occurred. Twilight's frown deepened. "I could have swore I..." Shaking her head, the unicorn paid her rattled nerve no mind and turned to Applejack with a small smile. "It's nothing."

Placing her hoof on the unicorn's shoulder, the farmer returned her smile with one of her own, and both ponies scurried after the group, closing the door in the process. However, a shadow seeped underneath the doorway, silently joining Twilight and the others. A voice within murmured, knowing its time was near and limited. For now, all it could do was listen and wait for its opportunity.

* * *

><p>"There's no way," Peter mumbled, his voice filled with disbelief.<p>

As the stallion sat in Twilight's plush bed with his casted leg over a pillow, he held out a newspaper, his hazel irises scanning over the page several times, but even then, his mind refused to believe the words written across the article.

**"Race ends in draw, but Spider-Mane wins the heart of Manehattan with valiant effort and daring rescue."**

Peter raised his brow. "I thought the headlines would be so much more negative with me nearly, you know, dying and whatnot. So what happened after I blacked out?" He flipped the page, scrolled through the readings, and turned back to his previous spot in the paper. "It's saying there were no serious injuries to report. Can somepony tell me how are a 'broken leg' and 'deep coma' not serious?"

Applejack, who sat on the foot of the bed, shook her head before taking a bite of the slice of cake on her small plate. "It's because everypony doesn't know what really happened, and you can thank Princess Celestia for that. The moment you crashed through that stand, she used her magic to create a whatchamacallit. A project thingy."

Tilting his head questionably, Peter attempted to understand what the blonde was alluding to, but a small plate holding a slice of cake gently fell over his lap, bringing the stallion's gaze over to find Twilight by his side with a warm smile on her face. His mind hummed, still unable to get over that he was finally seeing the unicorn. As eager as the stallion was to brag, it was agreed for the short time being, that they would tell the others the good news at a more appropriate instant, namely after he was informed on past developments.

Taking a seat on the free side of the bed, the unicorn leaned closer to Peter, while cautiously avoiding to press any weight on his injured body, and placed her hoof over the main picture of the newspaper article. The photo was a simple one of Spider-Mane swinging off into the distance from afar, but that proved to be rather puzzling for Peter considering the picture was clearly taken after the accident, evident by the wreckage caused by the destroyed blimp.

"What Applejack is trying to say is that Princess Celestia used a magical projection image to hide the truth," Twilight stated, closing her eyes and holding her hoof under her chin. "It's a photograph of an interference pattern that, when suitably illuminated through magical means, produces a three-dimensional image."

Pinkie rose from behind the bed, her eyes wide. "Huh?"

Twilight groaned outwardly. "I mean, a negative produced by exposing a high-resolution photographic plate, without camera or lens, near a subject illuminated by monochromatic, coherent radiation, as from a laser: when it is placed in a beam of coherent light a true three-dimensional image of the subject is formed."

The entire room fell silent before nearly everypony responded with a perfectly synced, "What?"

"Something like a hologram or a false image?" Peter suggested simply.

"Yes, exactly." Twilight nodded eagerly, grateful somepony understood her. "It's not an easy spell to perform, but it's nothing for one as powerful and experienced as Princess Celestia."

"Okay, that explains why no one is really freaking out, but I'm curious about something else." Peter's mind slowly pieced together the broken fragments of his memory. "Who managed to pull me from the debris without anyone noticing and how?"

"You can thank Princess Luna for that, Peter," Rarity politely intervened, taking a sip out of her glass. "Fortunately, she was able to use her magic and free you from the debris with a simple teleportation spell. You were the only life form in the area. All it took was a little concentration on her part."

"What about the doctors? Wasn't it weird for them to operate on Spider-Mane?" Peter muttered, scratching the back of his head.

Trixie brushed her a strand of her mane behind her ear. "You're quite paranoid. I can't really blame you though. Princess Luna simply disrobed you with her magic and told the doctors you were attacked viciously by timberwolves." Placing her hoof behind her head, Trixie let out a forced falsetto moan. "It was so tragic. You were beaten within an inch of your life by those beasts. Considering it was Princess Luna who wove the tale, the doctors were quick to operate without so much a second thought."

All of his bases were covered. Peter's eyes remained as wide as saucers while his cynical mind attempted to find some sort of flaw within the circumstances. "So, my identity is safe?"

Rainbow Dash hovered over Peter's position, nodding. "Yep. As far as Equestria knows, you pulled yourself from the rubble and swung off into the sunset." However, the Pegasus paused, folding her limbs as a late realization came into mind. "Well, mostly. Spitfire figured out what was going on. I think it's because she was the closest to the fake you. Probably saw something wasn't right."

Finally, some bad news. Peter's brow furrowed. "So what happened? What'd she say?"

Surprisingly, particularly to the stallion, Rainbow only shrugged and shook her head. "Nothing. She just went along with it." Taking the newspaper from Peter's grasp, the Pegasus flipped it over and pointed at an article near the bottom of the front page. "She was the one who announced to the city that the race was over. Since none of you crossed the finish line, the judges ended it in a draw. There were a few complaints, but that was all cleared up once Spitfire promised everypony there'd be a rematch! Spidey versus Spitfire II!"

More good news. It was almost surreal. "So everything's fine? I don't have to worry about anything? No bad press? No casualties?" Peter's lips curled into a coy smile. "This is probably the best news I ever gotten, like ever. I mean, besides the lost powers and broken leg, of course, but those are temporary! I'm already healing up, and my superpowers will be back before you know it!"

"Ah'm really happy to see you cheering up, Pete!" Applejack exclaimed, turning sharply in her spot on the bed. She reached over and lifted the plate from his lap, waiting until he took the cake in his hooves. "Now hurry up and eat! That cake's not going to eat itself."

Sighing, Peter knew he couldn't argue with the blonde, yet his stomach happily agreed to her demand. Licking his lips, the stallion readied his taste buds for the sweetness that awaited. "You're right, AJ. I'm not used to good news. Something always seems to happen whenever I get my hopes up. I guess today's just meant to be a good one."

_'Allow me to change that.'_

Everypony's ears perked at the sound of the voice that echoed throughout the room. Peter raised his brow, unsure of what to make of the situation, and Trixie trotted over to the bed, giving the stallion a befuddled expression.

"Parker? Was that you?"

Peter continued to shift her head from one side to another, searching for the source of the anomaly. "Wasn't me. I'm just glad I'm not the only one who heard that. I thought the voices in my head were getting dangerously loud for a moment."

However, Rarity's eyes filled with worry. "Twilight! You don't believe that was-?"

Before anypony could respond, a bright flash of energy erupted, filling the room with light. Everypony shielded their eyes, waiting several moments to open them after the light dissipated, but nopony knew how to react to the being that appeared before them. With the head of a pony, crimson red irises, and a fanged smile, the chimera-like creature stood at the center of the room with his arms, one of a lion's and the other of an eagle's, crossed.

Peter tilted his head to the side. "What the heck is that? Looks like something that crawled out of the Museum of Unnatural History."

"Discord?!" Twilight shouted, cuing everypony to take a defensive stance in front of the bed with the exception of Trixie, who hid behind Peter's position.

"Wait! _That's_ Discord?!" Peter blurted out, tempting himself to stand, but a bolt of pain coursed through his leg, reminding him to not take a course of action. "I thought he wasn't supposed to be here for another month!"

"Ah, Spider-Man. It's nice to finally see you face-to-face," Discord chuckled.

Peter's hoof fell over his forehead with a smack. "What?! He knows who I am?!"

Discord disappeared, reappearing with his arm around Peter's shoulder. "Of course, I do. Fortunately, the astral plane allows me to see everything. I just couldn't interact with anypony. It's a privilege and a curse. I'm glad I'm free from that dreadful place for the moment, but unfortunately, I've come with bad news. My time is limited, and we need to talk about important matters."

Landing on an empty seat, Discord poured himself a drink and took a sip from his glass. "Girls, if you would be so kind to bring Princess Celestia and her brute sister here? Make sure they bring Cadance and Shining Armor with them. They need to hear what I have to say, too."

Twilight stepped away from the others with a glare in her eyes. "For what exactly?"

"Let's just say I made a slight miscalculation and need a little help sorting it out. It's just the fate of the world as we know it." Discord nonchalantly replied, eating a slice of cake in a single bite. He turned his gaze to Peter and huffed. "Unless you'd rather have superpowered lunatics annihilate the planet's population? No? Then, hurry and bring everypony here."

"Wait. Who are you talking about?" Peter managed, frowning.

"Your acquaintance, Osborn. He's preparing to take things to an extreme I dread to think about." Snapping his fingers, Discord caused an orb to appear, but it exploded in a flash of light. "All for the sake of a new world order."

**_To be continued.._****.**


	24. Mist and Shadows, Part II

_**Chapter Twenty-Four "Mist and Shadows, Part II"**_

Peter sat in his wheelchair with a glare in his heterochromatic, hazel-blue irises. The news of his bitter nemesis, Norman Osborn, left a lingering effect on his psyche, evident by the pulsating throbs coursing through his cranium and knot his stomach tightened into. The moment Twilight relayed the news of Discord's sudden visit to Princess Celestia, everypony, including the Spirit of Chaos and excluding Trixie, were teleported to the secluded, secure throne room in Canterlot thanks to Princess Luna. Now all everypony could do was wait for Princess Cadance and Shining Armor to arrive.

Peter was without his Spider-Mane costume, but it wasn't needed, considering Princess Cadance and Discord already knew his secret identity.

The only pony that didn't know was Shining Armor, and Peter did not know what his relation to Princess Cadance was. Yet, Parker could only believe he was trustworthy, for everypony he'd met who learned his secret in Equestria had proven to be thus far, but it was still unnerving that _their_ worst enemy knew _his_ biggest secret.

Peter rolled his eyes before stealing a glance of the chimera, who manipulated the figures in the stain glass to dance wildly at his command. Based off first impressions, Discord didn't come off as evil. It was clear he was a jerk, granted, but if anything, Peter was grateful the one bad guy to discover his secret wasn't a psychopath or murderer.

However, everypony else was not taking Discord so lightly.

Exercising caution, Princess Celestia gave Twilight, Pinkie, Fluttershy, Rainbow, Applejack, and Rarity their respective Element of Harmony on the probability that Discord might try something underhanded. Princess Luna stood by her sister's side with a venomous scowl aimed at the Spirit of Chaos. If not for Celestia's plea to practice restraint, the Moon Goddess would have struck down Discord. He had information regarding a potentially greater threat to their world.

For everypony's safety, they had to hear him out, at least long enough to see if his words were true.

Peter shifted his gaze about, glancing at each enchanted necklace his friends wore, but his brow furrowed at the different piece of jewelry Twilight kept over her head, a golden crown with a gem matching her cutie mark at the center. His eyes widened at a realization. Each element was a reflection of its wielder, from Rainbow Dash's lightning bolt to Pinkie Pie's balloons.

Under circumstances of old, the stallion would have had difficulty believing such simple pieces of jewelry held godly powers and could seal away evil for centuries, but he learned from personal experience that pessimism was ill-advised to keep in a world that thrived on magic.

_'The Elements of Harmony, huh? Almost puts Mister Fantastic's Ultimate Nullifier to shame.'_ Peter chuckled inwardly, but his upbeat demeanor was merely a front, hiding a fear buried within. Letting out a desolate sigh, the stallion's gaze fell to the ground. _'Osborn...are you really trying to chase me down?'_

His mind continued to race, filling with thoughts centered around Osborn's possible intentions. There was virtually no need for the Green Goblin to seek out Spider-Man, and even if there was some convoluted reasoning, how did he acquire the means to traverse between dimensions? Peter exhaled, hating the technology capable of performing such a feat existed in his world, as well as the geniuses who could invent them.

Whether it was the X-Men's blue furball Hank McCoy, crazy dictator/megalomaniac Victor Von Doom, or billionaire playboy Tony Stark, the fact remained that it wasn't impossible for Osborn to travel to Equestria. Even so, reality was filled with infinite universes and various dimensions. It wasn't too long ago when Spider-Man teamed up with three alternate reality versions of himself to repair time and space.

Osborn's pinpointing of Peter Parker's position required improbable precision. How Goblin managed _that_ was the burning question that played throughout Peter's mind relentlessly. Bringing his hooves over his face, the stallion closed his eyes and shook his aching head. The sooner Discord answered some questions, the better.

"Peter?" Twilight whispered, freeing the stallion from his deep train of thought. Her hoof fell over his own, prompting Peter's hazel-blue gaze to meet with Twilight's glossy, violet irises. Although he felt the mare looked silly with a crown, he could easily say she was as beautiful as ever. "Are you okay? You look troubled."

His lips curled into an empty insincere smile. "Not really. It's just one thing after another. Your big bad is here, my big bad is probably on the way..." Peter rolled his eyes. "That's my fault, I bet." Sighing, the stallion slowly turned his gaze to his injured leg. "To make matters worse, I can't even stand to help you out." The tone of his voice fell lower, revealing his inner despair. "That's the story of my life. I feel so useless right now."

"You always think everything's your fault. It's not." Despite her voice not rising above the hint of a whisper, sternness could be felt within, causing Peter to look away shamefully. However, the mare rubbed the top of her stallion's hoof affectionately before smiling confidently. "Remember, you're not alone. No matter what Discord or Osborn have planned, we'll see it through..." She paused, allowing Peter to see the mild flush that formed in her cheeks. "...together."

Peter shook his head, managing to give the lavender mare a matching smile. Once again, Twilight had provided the assurance he needed and washed away the sea of doubts that plagued his heart. As long as he doubted himself, his superpowers would never return, and without Spider-Mane, Peter would not be able to protect the girl he loved. Glancing off to the side, the stallion's eyes widened at the sight of the others, who seemed to have heard the conversation He relaxed, taking in the supportive smiles his friends offered.

Peter nodded with a grin. Of course, his best friends needed protection, too.

"The lot of you are acting as if _I'm_ the villain," Discord vainly stated, earning a glare from every mare in the room and a furrowed brow from Peter. After a snap of the fingers from the spirit, the figures within the glass stopped dancing, returning to normal as if nothing happened. "As I am, I pose no threat to you. Unfortunately, there's not much a spirit can do without its body." The figures struck one final pose, prompting the chimera to let out an exasperated groan. "With the exception of small things, of course."

"If that's the case, you're taking a huge gamble coming here with the thunder goddess and friendship express," Peter said, folding his limbs across his chest and ignoring the annoyed expression Luna wore. "If the Elements of Harmony sealed you away for hundreds of years while you were intact (body, soul, and all), what happens if they blast you right now as Discord the Jerky Ghost?"

Discord scoffed, shrugging his shoulders half-heartedly. "Imprisonment for two: one for my body and the other for my spirit." The chimera shuddered, loathing the torment that would have followed with such a fate. "Considering I'm weakened, my sentence would last much longer than before, and I would not even have the privilege of wandering through the astral plane for the next thousand-plus years."

"Sounds boring," Peter and Pinkie Pie mutually stated, one scratching the back of his head while the other simply nodded in agreement.

"Indeed." That same moment, Discord suddenly appeared with his arm draped around Peter's shoulder, earning a surprised yelp from the stallion. He then placed his talon over the cast on Parker's leg. "Which is exactly why I want to show everypony my sincerity."

A bright beam of energy shot across the room, barely managing to miss Discord's head by a few centimeters. All eyes fell in the direction of the source, finding Luna with a piercing blank glare aimed directly for the Spirit of Chaos. The color in the mare's eyes returned, but her scowl remained intact as she slowly walked over to Peter's and Discord's position. Once she stood only a couple of feet away, Luna paused and concentrated as much magical energy as she could into her horn.

"That was a warning shot, Discord. Should you hurt him, I guarantee the next will _not_ miss."

"Trust me, I do not wish to incur your wrath, Moon Goddess," Discord sarcastically spat, running his paw along the rough exterior of the hardened cast. Rolling his eyes, the chimera huffed. "You should consider hanging around Parker, Luna. You'd probably learn to loosen up..." He paused upon seeing the glare the princess aimed in his direction and the clouds outside of the castle walls growing uncomfortably black. "...but that's merely a suggestion."

Luna ignored Discord's words and kept her horn primed, not dropping her guard for even a moment, but her glare softened occasionally whenever the princess glanced at Peter for any signs of discomfort. This did not go unnoticed, namely by Princess Celestia.

The Sun Goddess smiled inwardly, adoring the fact her younger sister, known for not trusting outsiders easily, was acting so protectively of an individual not from their world. Cassandra's words echoed throughout her mind regarding Spider-Man's, or rather _Peter's_, ability to influence those around him, and over the course of his time in Equestria, Celestia was more than open to admitting how true that fact had become for the village of Ponyville, the city of Manehattan, her sister, the Elements of Harmony, and her precious student, Twilight.

Considering what lay in the future, for her world and for Peter himself, Celestia realized Madame Web's final predictions were coming to light, but with a simple nod she vowed to do everything within her power to prevent the oncoming catastrophe. Peter was an asset and personal friend to Equestria now, and it was her duty to watch over everypony in her land, especially the young outworlder.

Discord huffed, tossing the cast over his shoulder nonchalantly, and the following moment, every mare shrieked, horrified with the chimera's actions. Luna's eyes glowed as a snarl escaped from her mouth, and Pinkie mimicked her actions, albeit not with nearly the same level of intimidation as the princess. However, before anypony could hope to get their hooves on Discord, Peter stood from his wheelchair and landed firmly on his legs. All of the blood in Twilight's body rushed to her head, a sense of panic leaving the mare feeling light-headed.

"Peter! Are you crazy?! You can't walk on your-!" Twilight's words fell into her throat at an amazing sight. "...perfectly healed leg?!"

Peter knelt down and ran his hooves over his leg, awaiting any sign of discomfort to surface, but no such thing occurred, prompting the stallion to test the limb in a more aggressive manner. Shifting his weight, the stallion made himself stand upright, but that proved to be rather challenging without his heightened sense of balance. Yet he managed, using his outstretched hooves for added leverage. Much like his friend, the usually hyper Pinkie Pie, Peter proceeded to jump in place, and much to his surprise and relief, it seemed Discord actually healed the nearly crippled Spider-Mane.

"Uh, thanks," Peter said with a mixture of honest gratitude and utter confusion. Raising his brow, the stallion gave the spirit a questioning frown. "This isn't some kind of cruel joke where you undo everything with a snap of the fingers, right? Because that'd be sick and twisted on so many levels."

Discord stood with his crimson eyes wide before shaking his head and snorting a harsh, disgusted scoff. "Of course not! I'm not a sadist."

Applejack rolled her eyes. "You sort of are, actually."

Peter drummed his hoof on the ground. "You know, I'm used to dealing with complete and utter psychos, who wouldn't think twice about throwing live grenades into innocent crowds,_ or even right into my face_. And I'm not kidding. Osborn actually did that. It hurt. A lot. You might want to think twice about cutting deals with guys like that."

Discord's imagination ran full-tilt, playing Parker's accusation vividly and in great detail. The spirit shuddered. "I enjoy the fun type of chaos. That's just...demented."

Twilight politely stepped between the two, prompting Peter to abandon his upright position and stand on all fours. She glanced at her stallion first, followed by his healed leg, and he replied with a small smile, affirming everything was truly fine with his physical well-being. After a few moments, the mare turned to face Discord, not with a glare or scowl, but rather a conflicted frown. Peter, the pony who stole her heart, was just healed from a terrible injury by an enemy...of sorts.

To say Discord and Twilight had a troubled meeting last time was an understatement. Throwing the entire land of Equestria into chaos was bad enough, but the Spirit of Chaos made it personal when he turned Twilight's closest friends against each other, nearly succeeding in severing the bond that held the Elements of Harmony together. She could not forgive him for that. At least not yet. However, her grudge seemed to have lost some of its weight, and a sense of gratitude took its place. Hence the birth of the mare's conflicted feelings for Discord.

"Discord..." Twilight paused, searching for the strength to find the right words. Her heart begged for her mind to lower its defense. It was a small request, and considering the depth of the feelings Twilight held for Peter, something had to be said. Leaving her pride aside, the unicorn closed her eyes and lowered her head out of respect. "Thank you for helping Peter."

"I didn't do it for you _or_ him. I simply need Parker to help rectify the situation, and he's pretty useless to me with a broken leg," Discord said dismissively, earning a snarl from both Twilight and Princess Luna, who took great offense to the term given to Peter.

However, before they could retort, an electrical shock coursed through the spirit's form, causing Discord to yell out involuntarily. His breathing quickly grew ragged, resembling a chalk skidding across a board. After a second jolt of electricity, the astral spirit fell to a knee, wheezing as his form proceeded to fade away from existence.

Discord could only grunt in pain. "Curses. He's already..." Shaking his head, the chimera stood tall, using the entirety of his focus to keep his dissipating astral form intact. "I need more time." Discord paused suddenly, his eyes widening at a realization. "It seems the whole gang's finally here." His form grew more transparent by the second, yet the Spirit of Chaos managed a smirk. "I shall return momentarily."

In a brief yet bright flash of light, Discord disappeared from sight. Peter brought his hoof over his chin and furrowed his brow, contemplating what exactly could have happened to the chimera, but a loud, exasperated groan from Twilight disrupted the stallion's train of thought. He turned, finding his mare's scowl had not left her features. Peter placed his hoof over her shoulder, managing to diminish Twilight's anger to annoyance, evident by her disgruntled frown.

"The nerve of him!" She rolled her eyes and growled. "Who does he think he is, calling somepony 'useless'?!"

"Yeah, Discord's definitely a jerk," Peter agreed, finding the chimera's pompous attitude polarizing, "but he just helped me voluntarily. He didn't _have_ to do that. I think it's only fair that we hear him out." The stallion's voice steadily shifted into a stern, calm tone. "Besides, something's obviously wrong. Did you see what was happening to him a moment ago?"

Twilight's eyes widened for a moment before her mind recollected Discord's strange behavior. "Yeah, you're right. He seemed to be in pain. I wonder what, or _who_, was causing it?"

"Maybe it has something to do with that Osborn fella?" Applejack suggested, stepping between the pair. "It might explain why Discord's so desperate for us to help?"

Rarity placed her hoof over her chest while concern filled her glossy, azure irises. "Peter, you and Osborn have a...tragic history. Is he truly as devious as you suggest?"

Peter's gaze fell to the ground. "'Devious' is putting it mildly, Rare." Fluttershy approached him, placing her hoof reassuringly on the stallion's shoulder, earning a melancholy smile in response. "Girls, I really hope it's not him. He's bad news, plain and simple."

Before he could react, Rainbow Dash swooped down and held her place in midair over Peter's head. "Green Goblin, huh?" She reached down, brushing her hoof through the stallion's mangled mane. "He'll be the Black and Blue Goblin if he tries anything with us."

_'I'm not alone anymore. I have to get used to this.'_ Peter smiled, exchanging a friendly hoof with the Pegasus. "Thanks, Skittles. I know you have my back." Pinkie nudged into the stallion's side, causing his smile to grow. "Don't worry. If it is Osborn, I won't let him hurt any of you."

The main door to the throne room opened, causing everypony to shift their gaze in its direction. An alicorn with a bright pink coat entered first, her light violet irises widening upon spotting Princess Celestia. She galloped across the room and embraced the taller mare, rubbing the side of her head affectionately against the underside of her chin.

"Auntie! We came as soon as we could. Are you okay?" Cadance asked, her voice filled with concern.

The Sun Goddess broke away, managing to give her niece a small smile. "Yes, we're fine, Cadance." Once the main door to the closed, Celestia found a snow white stallion approaching her position. "Thank you for arriving on such short notice, Shining Armor."

The blue-maned unicorn bowed his head chivalrously. "I'm always at your service, Your Highness."

As both ponies acquainted themselves with Princess Celestia, particularly about the developing situation with Discord, Peter edged over to Twilight, bringing his hoof over his mouth to lower the volume of his voice. "Hey, I meant to ask you on the way here..." He pointed at the stallion, hoping he wasn't drawing attention to himself. "Just who is that? A friend of Cadance?"

With the force of a tsunami, reality struck Twilight with the utmost force, evident by the cold blue streak that formed over her snout. In the midst of the gathering chaos, she completely forgot to mention to her stallion exactly who Shining Armor was. Her mind went into a flurry. Yes, so much had happened since Peter's arrival to Equestria, but that was only an excuse, her mind forgetting to mention something as important as this.

Unfortunately, this was not the first time Twilight failed to mention Shining Armor to those close to her, and it seemed that mistake was replicated, this time with Peter.

"Um..." She stared at Peter worriedly with her mouth agape, her mind struggling to find the words necessary to continue. Forcing the lump in her throat down, Twilight bit her lip and sighed. "Peter, this is my big brother."

"He's your...? Wait, what?!" Peter blurted out, immediately slamming his hooves over his mouth. The stallion felt his spirit shrink to the size of a thimble. Shining Armor glanced in his direction, but Parker could not repel his state of shock. Shifting his sight back to Twilight, Peter gritted his teeth into an uncomfortably stiff smile. "You never mentioned a big brother. I-is he f-friendly?"

_'Idiot! Cadance is Twilight's **sister-in-law**!'_ His mind added, bringing up a simple, nearly-forgotten fact. _'Of course, she has a brother!'_

"Well, sometimes..." Twilight's cheeks flushed with embarrassment, but Peter's complexion paled, leaving his coat a cold, shade of white. Sensing his fear, the librarian smiled before placing her hoof over his, caressing it affectionately. "Don't worry, Peter. You're a great pony. He'll like you."

"Are you sure? Do you think he'll be keen on the idea of his little sister dating somepony?" Peter made certain to keep his voice as low as possible, using his hoof to shield his mouth from prying eyes and opened ears. "I hear big brothers are _really_ protective of their little sisters."

However, before Twilight could try to explain anything further, Shining Armor stumbled away from the trio of princesses. "Twilight's doing _what_?!" His voice echoed throughout the room. Snapping his head in Peter's direction, Shining Armor gritted his teeth, snarling at the only other stallion in the room. "With _him_?!"

Peter stared back dumbly, cursing the entity that was his Parker luck. Seconds felt like minutes, and Shining Armor refused to let Parker out of his line of sight. Scratching the back of his head, Peter's gaze fell to the ground. "Awkward..."

Thankfully, a bright flash of light erupted from the midst of the room before the argument could gather any heat, prompting everypony to shield their eyes from the sheer brightness. Once the light dissipated, Discord emerged, although his spiritual form appeared to be far more transparent than before, nearly nonexistent.

"I don't have much time, so I'll make this as brief as possible," Discord said, wheezing as he held his talon over his chest. Closing his eyes, the chimera held his free hand out, forming a spherical silver-colored ball in midair, the object appearing more solid than the entity who summoned it. An image formed within the orb, revealing a human male with a wicked scowl, one that Peter recognized immediately. His physique was morphed, monstrous in a sense, and flames surrounded his being, rising several feet from the ground. "I've been captured, and now Norman Osborn has complete control over my power."

Peter felt his chest tighten. His worst fears were coming to light. Stomping forward, he faced Discord with a venomous glare. "You're telling me that murderous psychopath has the power to bend reality at will?!" Peter fell into a slump, bringing his hooves over his forehead in a vain attempt to settle his nerves. "How could this happen?"

Time was of the essence, and Discord had none to spare. The ball's glow brightened, revealing the events that brought about this travesty...

_**To be continued...**_


	25. Mist and Shadows, Part III

_**Chapter Twenty-Five "Mist and Shadows, Part III"**_

* * *

><p><em>I suppose I shall start from the beginning. As you already know, I am Discord, the Spirit of Disharmony and Chaos. All I want in life is to have fun and spread chaos throughout the world. Unfortunately for me, the world is full of up-tights who are afraid to break the social chain of normality. So, in order to keep their boring world in peace, Celestia and Luna used the Elements of Harmony to seal me away for quite some time.<br>_

_Eventually I freed myself and learned that neither princess could no longer wield the one power capable of stopping me. Oh, how momentous was this? The only two beings that could fully resist my powers no longer had the means to stop me! To make matters better, they were entrusted to six hapless young girls. With my powers of persuasion, I was easily able to best the Elements of Harmony. Rather, I **would have** if not for Twilight Sparkle and the Element of Magic. _

_I can separate and corrupt the other Elements at will, but there was something unusual that prevented me from doing the same to Twilight. I'll give Celestia this. She knew what she was doing when she chose her apprentice. _

_Sadly history repeated itself, and I was sealed away, doomed to spend hundreds of years trapped in stone once again. Beaten by six teenagers. It was surely a difficult pill to swallow. Fortunately, (with the utmost concentration, mind you) I was able to free my spirit from my body and travel throughout the astral plane. I could watch events unfold from the real world, but I could not interact with anypony or anything._

_All I could do was bid in my time, plan my escape, and hope to find a weakness to the Element of Magic. I, at first, believed her friends were the answer, but I dared not try the exact same plan twice. Chaos could not become predictable or recyclable. Surely, I could find something more potent. I was tempted to used Shining Armor in my plans. Considering how close he and his sister were, it was perfect. _

_If Twilight's friends could bring her so low, imagine how she would feel if her 'Big Brother Best Friend' turned against her. The poor thing wouldn't have the will to do anything, let alone oppose me._

_However, as I was, I couldn't influence anypony. Luckily, the chaos from the Canterlot Wedding and Sombra's return gave me some of my old strength back, but it was still sorely lacking compared to my deity standard. Yet, I still felt confident that I would be able to return in a few months. With so much time to spare in the astral plane, I began to test my limits in an attempt to broaden my powers of influence. _

_It was quite troublesome, really. Without my body, I could barely control a fraction of my powers. I was forced to improvise and find somepony who wouldn't resist me._

_This is where Efreet came into play._

_I figured including chaos into the world would help add to my strength. All I needed was a strong-armed and simple-minded stooge to do the dirty work for me. A dragon seemed to be a logical choice. They were large and could spread chaos with their presence alone, but I just couldn't use just any dragon. By all means, no. Efreet was perhaps the largest of his species, and those black scales of his held such an intimidating tone. With a little persuasion, he would make for the perfect minion._

_I managed to strengthen Efreet a bit before I sent him to Ponyville. I only wanted him to spread the message of my return throughout the village and scare the locals. A relatively harmless task, honestly, but once that blasted beast started destroying everything in sight, I found out I still lacked the power to control Efreet completely. The best I could was bring that dragon back to the astral plane. Unfortunately, the spell would take minutes to conjure up in my weakened state, something I fear Ponyville didn't have._

_I suppose it was fortunate Twilight grew desperate and summoned Spider-Man to our world. He was able to hold Efreet off long enough for me to bring him back to the astral plane. In that time, I chose to train the dragon in hopes I could learn to control the beast, but the next couple of weeks showed little promise, however. Efreet was savage, wild, and bloodthirsty. Obviously, his idea of chaos was vastly different from mine._

_Such a violent creature had no right to even associate with the likes of yours truly. In hindsight should that fail, I had to search for a contingency plan, especially now that you all had a vastly powerful ally. _

_Then, an idea occurred to me. If Twilight could bring an ally from another dimension to help with her cause, surely somepony with my level of power could do the same. During the night of the Grand Galloping Gala, while Celestia explained Peter's past to you all, I listened in and immediately found a valid candidate to help me. It seemed Osborn knew exactly how to get under Spider-Man's skin. If I could control the so-called Green Goblin, he could incapacitate Peter, and I could easily send them both back to Earth._

_However, I couldn't control him quite yet. Somepony with his genius would prove to be something of a challenge, especially in my current condition, but unlike that beast, Efreet, Osborn was open to negotiation. When I mentioned you, Spider-Man, Osborn practically jumped at the opportunity to get even. All Norman requested was just for a few days to gather his allies. I obliged. The moment I came back, I would have enough power to control Osborn **and** the Sinister Six, as he labeled them._

_It was a crude but simple plan: use these cretins to drag you away to Earth. Unfortunately, I had no idea Osborn had plans of his own. _

_The moment I returned to their dimension, Osborn had a man named Octavious blast me with a particle beam of sorts. It not only managed to hurt my astral form, but it rendered me unconscious. When I awoke, I found myself trapped in a pod. For a strange reason, my powers wouldn't work due to the pod's intricate design to negate all forms of magic. Next thing I knew, those people were experimenting on me. I'll spare you the elongated details of how **that** went._

_With my unique, energy signature in their data bank and a trans-dimensional portal in their possession, they had a means to travel to Equestria._

_Unfortunately, Osborn failed to mention his own intentions to his allies. He modified the doctor's machine holding me captive to extract my power and transfer it to his body. This was probably the only time I was grateful for my weakened state. Osborn was only able to acquire half of my power. The other half remained in my physical form. It didn't take long for Osborn to create a tracking device, and that is the first reason why he is coming to Equestria._

_First, he will acquire the last of my power. Second, he will settle his vendetta with Spider-Man. Once that is said and done, Osborn will return to Earth and shape it in his image. However, the Sinister Six learned of Osborn's double-cross. They intended to make use of Equestria's vast resources, particularly the supply of diamonds, and hoped to take over after Spider-Man was dealt with. It was a conflict of interests, if you may. With their numbers and combined might, it would have been simple for the Sinister Six to take down the Green Goblin. _

_The poor fools._

* * *

><p>"What do you think you are doing, Norman?" Octavious asked, spotting his compatriot near the trans-dimensional portal equipment. He cautiously approached Osborn with his metallic, tentacle arms raised defensively. "This is not part of our plan."<p>

With his arms crossed casually, Osborn paid the scientist no mind as his brown eyes scrolled across the complex machinery before him. Before he could respond, the ground shook each step approaching from behind. Once the tremors ceased, Osborn stole a glance out of the corner of his eye, finding the Rhino standing behind Octavious, but with a shrug of the shoulders, Norman merely passed both men as an inconvenience. Unfolding his arms and placing his hand over the machine, Osborn allowed fire to build from his palms.

Suddenly, two more men entered the room, leaping from the second floor, but they maintained a respective place in midair. The older of the pair reached into his sleeve and retrieved a grenade, juggling it as the younger male extended his arms out to the side, allowing vast amounts of electricity to pour from his body. Vulture and Electro hovered over Octavious while keeping their sights locked on Osborn who kept his back turned to everyone.

Finally, a loud click prompted Osborn to cease what he was doing. He turned, finding Kraven with a rifle aimed sorely at his skull and Shocker with his gauntlets fixed on his abdomen. The entire Sinister Six closed the gap, leaving no possible route for retreat open, but Osborn smiled wickedly, gripping the machine.

"Gentlemen, your services are no longer required. I have transcended humanity once again," Osborn stated, pouring the heat from his body into the machine. "It is God's will that _I _kill Peter Parker, and whose will is above _mine _now?"

Smoke escaped from the machine as the circuits fried, causing flames to burst from within. The metal burned, morphing to a shade of orange before it finally combusted, leaving the once complicated machinery reduced to a melted scrapheap. However, Octavious, who had worked tirelessly on the machine, managed to sport a smile.

"You are truly a fool, Norman. It's quite fortunate I saved the blueprints for the trans-dimensional portal." Tapping his fingers along his forearm, Octavious scoffed. "I'll create another _after _we end your miserable life."

"All of us have a score to settle with that little punk," Electro added as the electricity in his body channeled to his hands. "Like we'll let you have all the fun."

Osborn turned to face the group. His skin mutated into a grotesque shade of green as his muscle structure thickened, transforming his slender frame into a bulking, monstrous one. The pupils in his eyes disappeared before his corneas matched the fiery, orange flames spreading from the machine. Osborn's smile grew, revealing his sharpened fangs, as well as his height, which suddenly dwarfed everyone's in the room with the exception of Rhino's.

His transformation complete, the Green Goblin turned his gaze to Electro, ignoring the other members of the Sinister Six. "You speak as if you have a choice."

The comment prompted everyone to open fire on the psychotic monster. Vulture threw the grenade at the Goblin's feet, and just as his body was wrapped in the explosion, Electro fired several bolts of lightning into the dust cloud. Kraven held his rifle firmly as he fired the entirety of his clip at the Goblin, but before he could reload his weapon, Shocker shot a blast, causing the last of the machinery and closest wall to collapse, seemingly crushing Osborn under its weight.

Slowly but surely, the smoke cleared, small embers escaping from the rubble scattered throughout the room. However, a shockwave erupted from underneath debris, sending several pieces of rubble flying across the room, and one of the chunks of stone smashed into Kraven, incapacitating him instantly. Green Goblin, revealed to be virtually unscathed, laughed maniacally. Electro prepared to launch more bolts of electricity at Norman, but Osborn snapped his fingers, cuing a pipe to tear through the wall and hose the man down relentlessly with water.

Shorting out in a massive spark, Electro fell limply from the air. Vulture flew to the highest point of the room until his head nearly touched the ceiling. Just as he prepared to retrieve another grenade, Goblin snapped his fingers, turning the feathers on Vulture's arms into solid stone. The older man tried his best to maintain flight, but the sudden, drastic increase in weight proved too great, leaving Vulture to crash and unwillingly create a small crater in the ground.

Rhino charged forward with his head lowered, preparing to spear the Green Goblin, but with another snap of the fingers, Osborn's body began to glow suddenly. His muscles expanded, prompting Norman to let out a feral roar before rearing his clenched fist back. Inches away from each other, it seemed a collision was evident, but Osborn lunged forward and drove his fist into Rhino's horn, breaking the appendage.

He immediately followed with a haymaker into Aleksei's jaw, sending the man beast flying through the ceiling. Before anyone could hope to react, Goblin launched a fireball after his foe. An explosion of fire erupted through the night sky, and Rhino disappeared in a fiery streak that stretched across the city until colliding on the top of a building. Shocker hopped to his feet and extended his arms out in Goblin's direction. However, before he could hope to fire a shot, Osborn waved his hand once, causing the devices on Shocker's arms to disassemble and fall to the ground.

Stunned, Shocker raised his head, only for Goblin to punch him immediately afterward, sending him through the nearest wall. Electro groaned as he struggled to gather his bearings, but once he turned over on his back, Osborn's massive foot landed over his chest, knocking the wind out of his foe. Lightning coursed through Goblin's body, intensifying until several bolts pierced the building. However, Osborn stood tall, unfazed by the show of power.

"Time to extinguish your spark," he coldly muttered before raising his hand high over his head.

Like the hammer of God, Osborn brought his fist down with absolute force, but he stopped, holding his palm inches away from Electro's face. Unexpectedly, the electricity in Electro's body began to dissipate, channeling into Goblin's hand in the process. Once the entirety of his powers were drained, evident by his pale, naked form, Osborn forced himself back to a vertical position, not before delivering a swift yet merciful backhand to hinder Maxwell unconscious.

"This is but a taste of my power. I am truly becoming a God!"

A wooden beam soared across the room, shattering upon impact as it smashed into the back of Osborn's skull. He turned in the direction of the attack, only for a metallic tentacle to strike him across the bridge of his nose. Goblin staggered, planting his foot to regain his balance. Octavious emerged from above, his tentacle arms perched against the columns and wall to maintain his position, but a wicked smile formed on Osborn's face before he extended his hand out.

Each tentacle stretched out to its respective extent, leaving Dr. Octopus's body to hang limply by their support as he was levitated over the Green Goblin. While one hand held the man in place, Osborn extended his free hand over to Octavious's face. As flames began to build from his palms, causing beads of sweat to form over the scientist's forehead, Goblin stretched out his fingers, in turn doing the same to the tentacles.

They strained to stay intact, creaking profoundly to exclaim their protest, and Octavious gritted his teeth, struggling to withstand the pain he was enduring. Thankfully, Osborn lowered his hand before something gruesome could occur. However, the flames in his hand continued to grow, threatening to engulf the face of Doctor Octopus.

"Osborn, stop!" Octavious yelled, attempting to squirm free but to no avail. "It is only through my intellect that you can travel to your destination! If you kill me, you'll never have your revenge on Spider-Man!" His breathing grew increasingly frantic. "I can-!"

Norman wrapped his hand around the doctor's skull before he could finish. As the flames burned away his flesh, Osborn cackled maliciously through Octavious's muffled screams. "My good doctor, I don't need your silly machine to reach my goal. Reality bends to _my_ will." Obsorn tightened his grip. "Don't worry. I won't kill you. I just want to make sure no one follows me."

* * *

><p><em>Just like that. Osborn defeated the Sinister Six. Fortunately, there were no fatalities, but I can guarantee Octavious will almost wish the worst happened. Regardless, Osborn destroyed the facility, all traces of my data, and any leads that could lead to his location. He retreated to an undisclosed locale later, taking the time to expand his techniques using my power. With his genius intellect, Osborn has already found a way to transverse through dimensions, but the only thing keeping him from coming to Equestria right away is that his bio-signature conflicts with my magical force. <em>

_Osborn can't hold my power for more than an hour without straining his body. That will not change. Consider it my way of helping the lot of you, but it seems he caught on to what I was doing. Luckily, he couldn't kill me. Had he, my powers would have gone with me. That is the only reason why I'm still alive right now. Whenever his powers reach a critical low, he has to manually drain me to achieve them once again. During that 'recharge' period, I found a way to send a piece of my spirit away from the pod._

_Unfortunately, as I prepared to take my leave, I found Osborn creating a device to hold my spirit in which he could move freely about. A storage unit, if you may. With that, he would have no further need to recharge his energy with me constantly hooked into his being. The device is small but extremely vital to Osborn's plan. It will be hooked to the back of his neck. Should you break it, I'll be free. The device's design is intricate and will take twenty-eight days to complete. _

_The moment it is completed, Osborn will come to Equestria. As Crystal Empire is the most potent source of magic in our world, that's where he will arrive first._

_And that's where we stand now._

* * *

><p>"Twenty-eight days," Princess Celestia murmured, her violet gaze falling to the ground. She nodded, taking in what little good news was offered. "At the very least, this gives us time to form a strategy."<p>

Before anypony could form a statement, the crystal ball shattered, disappearing as each fragment broke away from the plane of reality. Discord's form continued to fade, threatening to blend with the surrounding environment, but the spirit merely nodded, knowing this outcome was inevitable. Folding his arms, Discord only huffed. His fate, as well as the world's, was in their hooves now. He glanced over to Peter, who was quiet for the entire duration of the explanation.

Discord's eyes widened at a late realization. Extending his paw, a small pair of gems formed out of thin air, levitating inches away from Peter's face. One was a ruby rose diamond, carved with a silver lining outline along the edges, and the other was a jade, triangular gem, hooked onto a golden chain to resemble a necklace. As the stallion reached out and took both gems in his hooves, he gave the spirit a befuddled look.

"Hey, if you're trying to swoon me, it's not going to work. I'm happily spoken for," Peter said, smiling at Twilight, but a glare from Shining Armor prompted the stallion to let out a nervous chuckle.

Discord waved his talon dismissively. "They are not your average gems, Parker. I created those jewels to help you defeat Osborn." He stated hastily, his time drawing near. "Magically remove the silver lining from the ruby and you'll be turned into a human. That way, you'll be able to fight on even grounds with Osborn, and if you touch the jade gem as a human, you'll return to your pony form. It's quite simple, but be careful. Both jewels can only be used once."

"All right, I'll trust you." Peter trotted over to Princess Luna and surrendering the gems over to her. As she used her magic to place them in a secure location, Parker shifted his sight back to the spirit. "Maybe this will teach you not to make a deal with a psycho again."

"Be sure to lecture me when, or if, you best Osborn." Discord's body finally faded from existence. "I suppose I will be cheering for you, Parker." His soft chuckles could still be heard, echoing throughout the room. "I hope Shining Armor doesn't rough you up too badly."

Everypony watched with their mouth agape as the chimera disappeared from sight. The news was passed, and now they had nearly a month to prepare. Celestia and Luna conversed, deciding on possible strategies they could follow, while Cadance spoke with the Elements of Harmony. Peter, however, frowned, hating the disdain life must have felt for him. Osborn was already a deadly adversary, and this supposed upgrade was only going to add to the danger.

Yet, there was hope. Peter's body was healed, his powers were returning, and above all else, there were friends prepared to stand with him during this trying time. Four weeks were more than enough time for him to figure things out. With a small smile, Peter nodded, confident fate would work in his favor, but a shadow engulfed his small frame, bringing the stallion to find his marefriend's big brother hovering over him with a snarl.

_'You know, Osborn has god-like powers now, and I feel pretty confident about facing him.' _He gulped, forcing the lump in his throat down into his Demi-gods. It was nothing compared to the wrath of a big brother._ 'You know, I think my chances are better with Osborn than this guy.'_

Fortunately, Twilight stepped between the pair, making certain to maintain eye contact with Shining Armor. "Peter, don't worry. I'll talk with my brother. You go back home, okay?"

Peter's eyes widened as he held his hoof out defensively. "Wait, are you sure? I want to-" Sadly, the stallion could not finish his protest. Instantaneously, in a bright flash of light, the environment surrounding Peter changed. No longer in the confines of Canterlot, Peter stood haplessly outside of Twilight's home in Ponyville. He threw his hooves over his head before screaming at the top of his lungs. "Oh, _come on_! I'm getting _really _sick of that!"

As if the entity known as the Parker Luck heard his cries of anguish, the front door to the house opened, and out appeared three fillies, all in which Peter remembered vividly. His spider sense blared, warning the hero of the danger, but Peter, still stunned from the unwanted trip he was given, couldn't react as Sweetie Belle tackled him to the ground with her hooves wrapped around his neck. Her cheek brushed against the stallion's affectionately and her grip seemed unusually tight.

"Look, everypony! Peter's back!" Sweetie squeaked, unaware the stallion held a bemused expression on his face. "I've missed you so much! I mean...!" She paused, stammering about to correct her sentence, but maintained her sound 'gripping' embrace. "..._we've_ missed you."

Scootaloo placed her hoof over her mouth to stifle her laughter. "Sure, _we_ did."

"Yeah!" Applebloom cheered, rearing her head over Peter's pinned form. She held her hoof out, prompting the stallion to gaze in it's direction. His brow furrowed at the sight of a small pony with a dark orange coat. Her red mane, with pink streaks, covered on side of her face, but he could easily spot the freckles on her cheek. She smiled, shyly glancing away before settling her sight back to the older pony. Applebloom placed her hoof over her shoulder. "This is my cousin and new Crusader, Babs Seed!"

A bead of sweat rolled on the side of Peter forehead. _'Oh, God. They're multiplying.'_

It was a trying time, indeed, and his friends couldn't bail him out of this situation. Peter forced himself back to a standing position. Scootaloo galloped ahead of the group while the others remained close to their leader. Applebloom bounced happily, and Babs smiled at Sweetie Belle, who nuzzled into Peter's side. The stallion followed the girls, managing to smile earnestly. Osborn was on the way, and Peter had something to protect.

Of course, he could have fun, too. This upcoming battle was potentially going to be his last, and Peter would make certain to spend as much time as possible with those he cared for.

_The countdown begins. Twenty-eight days remain._


	26. Trust

_**Chapter Twenty-Six "Trust"**_

* * *

><p><em>Twenty-eight days remain.<em>

Shining Armor paced through the room with his eyes slammed shut. Twilight, his darling sister, had just briefed him on the details regarding her newly-formed relationship with Peter, who happened to be the masked vigilante, Spider-Mane, _and_ an alien from another dimension. It was almost too much for the pony brain to take in at once, worsened by the news Discord had already left moments ago, yet the idea of his sister dating wasn't what perturbed Shining. If anything, it was surprising.

Ever since she was a foal, the only thing ever to pique Twilight's interest were her studies, and that fascination morphed into an obsession over the years. This, in turn, led the mare to become the socially-awkward, eccentric bookworm she was today. If not for Princess Celestia's influence in pushing for her apprentice to learn the values of friendship, which she was still completing to this day, Twilight, more than likely, would have lived the life of a hermit, spending every waking moment with her muzzle in the books.

The fact there was somepony in the world that made his sister happy romantically filled Shining with a great deal of happiness, but there were several key elements that prevented the stallion from completely trusting Twilight's love interest. Surprisingly, Shining didn't have a problem accepting Peter was not from their world, or even their dimension, in the first place. He nodded inwardly; Shining _did _find it odd, but it was hardly surprising, considering how weird his sister could be. However, despite being an outsider, Peter seemingly had no quarrel with risking his life for the sake of others, and Shining couldn't help but respect such nobility.

While Shining did not want his sister to lead a dangerous lifestyle, he knew there was no valid point in attempting an argument. Twilight had already proven capable of defending herself when she dealt with the likes of Nightmare Moon, Discord, and Sombra, and to this day, Shining had his sister to thank for saving Cadance (and himself) from Queen Chrysalis. As Princess Celestia's apprentice, it was clear Twilight was meant to face adversity.

Even Shining Armor had been destined for a similar fate as Captain of the Canterlot Guard, but he managed to smile, knowing at least now there was a pony fully capable of protecting his little sister and who would give everything in doing so.

Stopping in his tracks, the stallion's royal blue gaze fell to the ground. Yes, Peter was strong, but was he truly trustworthy? Initially, he assumed Peter was, but considering there was somepony from his world bent on destruction on his way to Equestria, Shining only wanted to be certain for the sake of his kingdom that Peter was not a rogue in disguise. Surveillance seemed like a logical choice to test Parker's intent, but that notion was immediately thwarted by Princess Celestia, who already had Twilight act as Spider-Mane's guide since the day of his arrival.

Bringing his hoof over his forehead, Shining considered the information to the best of his ability, but his migraine made it rather difficult, prompting the stallion to release a disgruntled groan. There was somepony, a male somepony, living with his sister. It may have been innocent for a while, but now that she was dating him, Shining questioned if it was appropriate for Peter to remain under Twilight's observation.

Of course, Twilight insisted that she would have no difficulties carrying out this task despite her blossoming relationship with Peter. Unfortunately, much to Shining's dismay, everypony in the room backed his sister's statement. Twilight's friends were steadfastly loyal, stating how much of a friend Peter had become to them and several others in Ponyville. While they hid it well, Shining could sense some of the mares harbored deep feelings for Parker and were caught off-guard by the revelation. Despite the circumstance, however, they remained supportive.

Spike rose to Peter's defense as well. Twilight had always been something of a big sister to the baby dragon, but despite forming a friendship with everypony around him, Spike still felt like an outcast. However, ever since Peter moved in, the dragon found somepony he could relate to. Although he was magically altered with an Equestrian pony appearance, Peter was still an outsider trying his best to fit in. Through that, Spike was easily able to call Parker a friend.

Shining grinned. Spike didn't want to be direct, but because of how similar he was to Twilight in terms of personality, Peter was the closest thing the baby dragon had to a big brother.

Princess Celestia weighed in her opinion, and much to Shining's chagrin, she offered nothing short of praise for Peter. According to her, he was an earnest, humble, and caring individual, and his influence served as a beacon of hope to those around him. Once the news of her student falling in love with such a pony reached her ears, Celestia couldn't contain her excitement. Peter led a difficult life back on his world, and this certainly seemed like an award for his acts of valor and sacrifice.

Twilight was in good hooves, and a relationship would prove to be an invaluable learning experience.

Eight out of ten. Surely these odds were not in Shining's favor, but there was a slight chance that the last two mares would offered some form of counterpoint to this debate. However, to his shock, awe, and horror, Princess Luna, without a hint of hesitation, aligned herself with Twilight. Shining stood with his mouth agape, amazed by the fact. Princess Luna, in her short time back in Equestria, made it clear she was not nearly as lenient as her devoutly, patient sister.

Trust was not earned easily from the Moon Goddess, yet Luna stood confident in her belief in Peter, not as 'a means to an end' or 'the lesser of two evils', but...

"As a friend," Luna said bluntly, something Shining thought he would never hear from the iron-clad, ice princess. He inwardly begged for an explanation, but his mind yielded, not daring to question Her Highness.

Last and certainly not least was Shining Armor's beautiful wife, Cadance. As his life partner, surely she would have seen her husband's plight and taken his side. 'For better or for worse' was the saying, but like everypony else in the room, Cadance declined, siding with her sister-in-law over the love of her life. Shining's head and shoulders fell in a slump, the cruel aura of defeat seeping into his being.

Cadance was an excellent judge of character, gifted with the ability to sense sincerity in one's heart. With a moniker as prestigious as 'the Goddess of Love', it was hard to argue with the alicorn's instincts. Although, evident by the blank stare he gave his wife, Shining chided himself for not realizing sooner Cadance played a role in pairing Twilight and Peter together. The Goddess of Love did her job well, it seemed.

Shaking his head, Shining stopped in his tracks and shifted his gaze to the ceiling. It was all but unanimous with a ten-to-one result. Peter was trusted despite his alien background and would continue to live with Twilight. Deep down, the stallion felt his heart grow light, a sense of relief lifting the strain from his chest.

A romance in life was not something to be taken lightly. If mishandled or poorly judged, somepony leaves with a broken heart, and that was something Shining never wanted his sister to experience. By divine intervention, he was lucky. Cadance was his first love, and to this day, Shining was happily married to the only girl he'd ever dated. The feat was rare, but the stallion knew from observation that girls would often fool themselves into believing in any relationship, even with a sketchy or lowdown scoundrel.

Meeting such a pony would not have sat well with Shining, and he knew great bodily harm would fall upon anypony who might try to break his little sister's heart.

However, never did he imagine the fates would play into his favor like this. Twilight's closest friends, each in their own way vouched for Peter. Princess Celestia supported her apprentice's choice in a male. Princess Luna deemed Peter her friend and seemed to approve wholeheartedly. Even Shining's loving wife had nothing bad to say about her sister-in-law's coltfriend. If somepony could garner that amount of support from some of the most important figures in Twilight's life, it had to mean something.

At the very least, Shining could rest easy knowing his sister was with a good pony, but for the sake of his protective nature, the unicorn wanted to test Peter himself personally.

"Okay, Twily. Since everypony trusts Peter, I'll try my best to do the same," Shining stated, earning smiles from the mares in the room and a wide grin from his sister. However, before anypony could hope to celebrate, the stallion raised his hoof, not allowing his stern expression to leave his features. Twilight stammered, unsure of what to make of her brother's behavior, but once Cadance approached his side, Shining brought his hoof over hers and smiled, albeit roughly. "There's something the three of us, Spike, and Peter need to do tomorrow. Is that okay, Twily?"

Ecstatic, the purple unicorn clapped her hooves together. "Sure, Shining!" What seemed like a troubling situation diminished, meaning everything was in the right. Whatever her brother wanted now surely couldn't have been too outrageous, and it would be a great time to have Shining and Peter, easily the two most important stallions in her life, get properly acquainted. "What do you want us to do?"

* * *

><p><em>Twenty-seven days remain.<em>

Twilight paced across her room erratically, pausing to occasionally tackle a menial task in between steps. Unfortunately, the request her brother made, while simple and innocent in most eyes, carried an unbearable amount of weight for the mare, threatening to crush her spirit. It was something she considered, but due to the importance of other matters, it got swept away into the back of her mind. For one who often prioritized situations with ease, Twilight seemed to have grown unnaturally careless in the span of a few days.

Her relationship, as much as she loved it, was altering her mindset. Twilight sighed lowly, praying to the stars that she would adjust to these emotions much sooner than later.

The plan was to meet in Canterlot at noon. Twilight stole a glance at the nearest clock, which read 8:15 A.M., and exhaled. 'The early bird gets the worm' was a saying she followed diligently, perhaps to a fault, but because of her ethics, the unicorn had already taken her shower, combed her mane, and was left with the chore of finding suitable attire for the approaching event. Despite having a limited selection of choices, Twilight groaned, finding it impossible to pick an appropriate dress.

However, her ears perked as an idea came to mind. She had woken Spike and Peter before taking her shower, which was roughly an hour ago, giving the stallion plenty of time to get situated.

Nodding, Twilight left the sanctity of her room and trotted downstairs. She could ask Peter for his opinion on what dress she should wear. The temperature in her face rose, leaving the mare's cheeks a dewy shade of pink. Never had it crossed her mind to ask anypony such a thing with the exception of Rarity, whose sense of style was in a league of her own. It made little sense, considering Peter wasn't exactly a fashion guru. His tacky costume was enough evidence to point out that fact.

She was better off asking Spike, who was still upstairs brushing his teeth, but the mare was more comfortable wanting to know what her stallion thought was cute on her. Twilight chastised herself for thinking so childishly, even more so for not understanding why this became an issue suddenly.

'_I'll ask Cadance about that later,'_ her mind stated, grumbling afterward as her heart begged to find Peter.

Unfortunately, the stallion was easy to find, and not in the way Twilight had hoped. Peter was on the couch with his hooves wrapped soundly around his pillow, sound asleep as the drool from his mouth seeped into the cushion. Twilight's brow twitched madly at the sight. Peter was not tidying himself up in any manner or searching through his wardrobe for something suitable. Granted, the latter seemed unnecessary since the stallion literally only had three sets of clothing, from his Gala suit, to his Crusader's scarf, and the pair of tights he wore to death.

Instead, Peter was wasting time, sleeping while he could have been preparing. Twilight inhaled, taking in as much air as her lungs could hold, before it reached its capacity, forcing the mare to exhaled to the greatest of her ability.

"Wake up!" She yelled, simultaneously snatching the quilt from the stallion's body.

However, Peter didn't budge, replying with a sleepy smile instead. "Aw, do I have to go school?"

"Peter..." Twilight edged closer to the stallion until her face was only inches away from his. It was a contrast. Somepony so powerful should not have been so cute or innocent. At another time, she would have watched the stallion, allowing him to roam the carefree world of dreams, but today was not such a time. Biting down on her lip, Twilight reared her head and lunged it forward with great force. "_WAKE UP!"_

Peter's heart raced to match the velocity of lightspeed, and the world filled his mind just as rapidly. He remained still, mentally trying to stabilize his rattled nerve, but Twilight's voice echoed throughout his ears, making the task impossible. His muscles shivered involuntarily as he finally managed to peer down on Twilight's furious gaze, which was upside down apparently. Peter's eyes widened. He glanced at his hooves, finding them imbedded in the ceiling.

Sadly, Twilight scared him so soundly that he jumped, tremendously, but before he could hope to react, his powers failed, leaving the stallion to fall from his position, bounce off the sofa, and crash face-first on the hardwood floor. A stray tear fell from his eye. The physical pain he was experiencing proved to be quite great, but his crushed pride took a heavy toll on his psyche. Twilight did things to him that were unusually cruel, and being the sap that he was, Peter was destined to take such abuse until the end of time.

"Is it time to go already?" Peter sarcastically asked, running his hoof through his mangled mane. "Or is it the apocalypse? I get them both mixed up sometimes."

"Neither, but it will be the apocalypse if you don't get everything together!" Twilight blankly replied before clapping her hooves together. "Come on! Chop, chop! We have to be on schedule!"

"Right, ri-." Peter broke into a yawn as he forced himself back to his hooves. "Right. Don't want to be late. What time is it by the way?" His senses were slow to return, perhaps due to the migraine he had, but once Peter stole a glance at the clock across the room, he turned around, giving the mare a slack-jawed look of plea. "Twilight! It's not even nine o'clock yet!"

Twilight's stony frown lightened, matching one of exasperation. "No, it's not, but we need to make sure you look your best. Now let's go."

Peter prevented himself from devolving into a childish argument. His mind droned. It would have been easy to simply respond with a 'make me' or 'just five more minutes', but the stallion dared not to test Twilight's patience this morning. After receiving a pair of scoldings, one for being lazy and the second for ignoring her plea earlier, Peter followed Twilight upstairs past Trixie, who stood at her doorway with bags under her violet irises.

The former magician brushed the sleep from her eyes. "What is with all the commotion?"

"Not sure, really." Peter dumbly responded, stopping in his tracks. He aimed his hoof at the mare standing behind him without taking his attention away from Trixie. "Something about Canterlot. I don't know the details, and Twilight's being really secretive about it."

"For good reason. She told me everything last night while you were sleeping." Turning on her hoof, Trixie made her way back into her bedroom. "I wish you the best of luck, Parker."

What little enthusiasm Peter had diminished, turning into uncertainty. "Luck? What do I need that for?"

"Let's just say you'll be in for an exhausting experience. Just don't do anything stupid," Trixie added before slamming her door shut.

Peter's eyes widened. Trixie was not one to mince words, and the fact that Twilight told her what was going on while keeping it a secret from him only added to the stallion's befuddlement. Twilight continued to drag him along to her room, giving Peter no time to figure things out. However, his mind continued to run. Perhaps there was a chance Twilight only wanted to surprise her special somepony with something nice. Considering how high-strung the mare got over the smallest of things, like girls in general, the possibility of that being the scenario was great.

A wide grin formed on the stallion's face, but Trixie's unusually, villain-like laughter echoed from her room and reached his ears. Then again, there was a chance Twilight was leading Peter to his doom. After all, he was the stooge who fell for the simplest of traps despite having a sixth sense for danger, and it wasn't like he had much good luck in his life.

_'I hate being the good guy sometimes.'_

* * *

><p>Peter started to grimace before he caught Twilight's eye and straightened his position. The golden exterior of many of Canterlot's buildings were bright enough to bring light to the night, and it was worsened during the day, threatening to blind those with poor vision who ventured carelessly. It was an exaggeration, but Peter truly felt blind walking through such a bright city as he weakly used his hoof to shield the sun from his eyes. Celestia's influence on the world was both spiritual and physical, it seemed.<p>

Twilight's dress seemed to have gone perfectly with the surrounding environment, and to make matters worse, her stallion was the one who picked it for her. The bright, yellow design was simple with a light streak around the waist, but Peter felt it was perfect, especially with the pink neck strap that matched the perfect strand of hair in the middle of her violet mane. It was his own fault, yet Peter was fine with the choice for Twilight's beauty made the simplest of things look gorgeous.

"So, are you going to tell me what's going on now?" Peter asked, leaning his head over until his cheek brushed against Twilight's. Sadly, like the twenty times before, the mare ignored his question, replying with a flustered frown. She trotted ahead, just enough to avoid contact, but Peter sighed lowly, frustration beginning to run its course. "Okay, it's enough you wake me up and drag me out of bed. That happens every morning. I'm used to that at this point, but what I don't get is why you don't want to clarify things with me? I mean, this is kind of unfair what you're doing."

Silence was golden in some cases, but Peter begged for the opposite, especially in this case. Twilight even refused to give him eye contact, making certain her back faced him instead. Peter scowled slightly and gritted his teeth before exhaling under his breath. However, as if she finally heard, or felt, his frustration, Twilight stopped in her tracks, cuing Spike and Peter to follow her example. The mare inhaled deeply before bringing her hoof over her face.

"We finally made it," she whispered, shifting her head to face the building on her right, all while keeping her back turned to the dragon and pony behind her. "Spike, you go on ahead. Let everypony know we're here. I want to talk to Peter alone for a moment."

Spike shared a glance with Peter, who only gave an affirming nod. The baby dragon took the hint and followed Twilight's instruction, running through the yard. It was at that point Peter realized how large the abode was. Nearly every building in Canterlot was an exceptional size, but this one in particular seemed larger than most by a story or two. It's design was intricate with snow-white and golden bricks patterned with prestigious care.

"Man, whoever lives here must seriously be rich. I think I saw this place once in the 'Lifestyles of the Rich and Snooty'," Peter whispered, scratching the side of his cheek.

Before he could analyze the abode further, Twilight suddenly turned to face him, albeit while keeping her gaze fixed on the ground. Peter tilted his head and furrowed his brow. It felt like an eternity since the girl actually acknowledged his presence, and the stallion's mind begged for his mouth to unleash a verbal thrashing. However, the inside of his chest tightened once his hazel irises spotted the saddened frown on the mare's face.

"I'm sorry, Peter," she said softly, closing the gap between herself and the stallion until they were only inches apart.

The young male blinked dumbly, attempting to piece together the puzzle behind the mare's sudden three-sixty. When the morning started, she was furious, frightening Peter so hard that he hit the ceiling, literally. Then, minutes after that, Twilight turned into an innocent angel, asking for his opinion on which dress he thought looked the cutest on her figure. Not to mention, he received a small gift for being 'sweet', but the moment eleven o'clock struck, she devolved into a new attitude and gave her stallion the silent treatment for an hour.

Looking somewhat flabbergasted, Peter only shrugged. Angels one moment then banshees the next. Girls were a plethora of emotions in any world, and he only wished they'd learn to make up their mind. However, Twilight wrapped her hooves around Peter's neck, washing away any shred of anger the stallion may have held against the mare. Sighing, he also wished that he wasn't a complete wimp for the opposite sex, too.

"I didn't mean to treat you so badly." Her voice cracked, causing Peter's ear to twitch. "My brother wanted me to keep this a secret from you." Relinquishing her grip, Twilight took a step back, using her hoof to wipe her eyes clean of any building tears. "You know I'm not good at keeping secrets."

Peter grinned. Now everything was making some form of sense. "Explains the silent treatment." Twilight looked away shamefully as she brushed her hooves against each other. However, her eyes widened once Peter's lips pressed onto her forehead, prompting the mare's cheeks to burn. "Next time, just _say_ it's a secret. It's a lot easier than the silent treatment." His voice was light, matched only by the warm smile he bore. "Save the silent treatment for when you're mad or whenever we argue. That's what most girls do, I think."

"Okay." Twilight's lips curled into a smile. Her stallion, once again, found a way to remain positive when given all the reasons to act the opposite. She loved him so much. Rearing forward, the mare pressed her forehead against Peter's, shivering involuntarily as her horn brushed the side of his. "Let's argue later. I want you to stay on your best behavior today."

Their eyes remained centered on each other, but Peter managed to place his hoof over Twilight's. "You said your brother wanted to keep this a secret? I guess he wanted to surprise me." He lowered his head to kiss her. "Don't worry. I won't embarrass you in front of your brother. If I wanted to do that, I would have worn my costume."

"My brother's here, but..." Twilight broke away, hesitantly, and led Peter through the yard. Once she reached with door, the mare used her free hoof to give a series of knocks. Afterward, Twilight's smile faded, a worried frown taking its place. "...it's not him I worried about."

Before Peter could ask for an explanation, the door opened, revealing a stallion and mare. The blue-coated male's yellow irises softened upon falling on Twilight, yet they hardened the moment they fell on Peter. Parker chuckled nervously at the reaction, quickly averting the stallion's gaze by shifting his own on the mare by his 'aggressor's' side, but Peter's eyes widened at an unusually, familiar sight. While her large, blue irises and gray coat were different, the streaks of violet and white in her mane were nostalgic, as if he had seen them somewhere before.

Peter shook his head, shifting his sight from the mare in the house to the one by his side. There was a resemblance, a strong one even. At first, Peter figured the mare was Twilight's older sister. It was clear there was a bit of age difference between the two, evident by the gray mare's thicker physique and mature smile, but the stallion's mind sunk, playing into the other possibility.

"Hi, Mom! Hi, Dad!" Twilight happily said, causing Peter's face to turn a pale shade of white. Wrapping both of her hooves around one of his own, she managed to hold her smile. "This is Peter! My coltfriend!"

The muscles in his body grew stiff. Waving his free hoof robotically, Peter forced a smile onto his face. "Ha... Hi." His mind sighed. _ 'Dinner with the parents. Way to go, Parker. Twilight set a trap, and I sprang it gloriously.' _


	27. Parental Guidance

_**Chapter Twenty-Seven "Parental Guidance"**_

There were some things in life Peter experienced that would test the mettle of others, and usually he was forced to deal with each situation without any form of preparation. From spur-of-the-moment bank robberies, high-speed chases, random super villain encounters, and last-minute requests from Aunt May to buy a dozen eggs, Peter was used to dealing with events thrown in his lap. However, the stallion was more suited to improvise when his life was in danger, for he had managed to live this long without getting himself killed.

The same couldn't be said about his personal life. Anything coming at the last moment usually ended in disaster. Peter stood with his forced smile intact, mentally trying to regulate his quickening heartbeat as his mind registered the sight of Twilight's parents with immense struggle. Ordinarily, a girl would pass off a warning to her boyfriend (or coltfriend, as the case may be) regarding her parents, but Peter chided himself for attempting to use rationality when it came to Twilight, a mare who was unusual in her own right.

_'Hey! Don't stand there like a deer in the headlights! Introduce yourself!'_ Peter's mind screamed, prompting the stallion to shake his head and bring himself back to reality. Slowly but surely, he separated himself from Twilight, although he inwardly begged to be taken back in her protective grasp. The lump in his throat grew uncomfortably large, making the simple act of breathing nearly impossible to perform, but he managed to force down a swallow before stopping inches away from Twilight. _'Fighting super-powered crazies is much easier than this. Is that even natural?'_

"Twilight didn't tell me we were visiting you today. If I knew we were, I would've baked you a cake," Peter chuckled, his nervousness apparent in his voice. Small beads of sweat formed along his forehead, clear signs of his elevating body temperature. Perhaps out of instinct, Peter shifted his gaze to the older mare first, finding the similar version (albeit a more mature version with notable differences) of his marefriend somewhat relaxing. He extended his hoof out. "She likes to keep me on my hooves, I guess. My name's Peter. It's nice to meet you."

Peter remained in that position for what felt like an eternity, unaware that a flush had consumed his cheeks. The entire world fell silent, the only sound to reach his ears being his own heartbeat. In his imagination, Peter felt himself shrinking. Even the ants could laugh at how small he had grown, but as if sensing his immense despair, Twilight's mother pressed her hoof against his softly, accepting the gesture. Her sky blue eyes softened as she brought her other hoof over the stallion's, using both to soothe out the tremors that coursed through his limb.

"You poor thing. Relax!" she cheerfully said, smiling. Relinquishing her grip, the older mare brushed a few strands of her violet and white mane behind her ear before placing her hoof over her chest. "As you already heard, I'm Twilight's mother, but you may call me Velvet." Her smile grew in width as she extended her hoof to the stallion by her side. "This is my husband, Nightlight. We're quite happy to have you!"

Nightlight approached Peter, and both stallions were quick to shake each others hooves. "Indeed. I'm happy my little girl has found somepony."

Velvet's smile was rather infectious, causing Peter to mirror her action. Twilight found a place by her stallion's side once more, giggling as he chuckled sheepishly. Peter shifted his gaze between both mares, noting how much of a resemblance they shared. Father time and mother nature provided a few differences, but the stallion felt his heart swell with a new sense of affection. Leaning over, Peter pressed his lips against Twilight's cheek, causing the mare to stammer about.

"P-Peter? What was that for?" Her cheeks burned, intensifying once her gaze fell on his cheeky grin.

"I just wanted to let you know how beautiful you are to me," he said confidently before shifting his smile to Velvet, "and I have your mom to thank!"

Twilight playfully poked her hoof into the stallion's side, quickly turning her head to hide her flushed features. "Stop being silly," she murmured, finding it difficult to remove her smile. Keeping her violet irises fixed on the ground, the unicorn placed her hoof over her mouth and cleared her throat, unaware the pink blush in her cheeks was still quite visible. "Sorry, Mom."

"Honey, don't apologize!" Velvet practically beamed, her cheery voice matched only by her light giggling. She gave Peter a friendly wink. "Aren't you a sweet young stallion?" Her eyes grew wide and giddy. "You're handsome, too. It's nice to see my daughter has lovely taste."

"Mom!" Twilight exclaimed, her voice nearing falling into a pout.

Before the young couple could react any further, the older mare tugged at both ponies insistently with her telekinesis and slowly led them into her abode, all while earning squeals of protest from Twilight and nervous laughter from Peter.

However, Velvet's brightened demeanor proved greater than their combined will. "Come on inside. We can talk as we eat. I want to know everything!"

Nightlight watched the spectacle unfold with a furrowed brow. His wife sat the young ponies down at the round kitchen table, asking them countless questions while pointing out where each dish stood. Cadance emerged from the kitchen, immediately joining the festivities with innocent vigor. Spike only watched, laughing at the expense of the young couple. Yet, despite her obviously embarrassed state of mind, Twilight's smile had not faltered in the least. Nightlight's eyes widened once a firm hoof fell over his shoulder.

"What's on your mind, Dad?" Shining Armor whispered, giving the older stallion a warm yet subtle smile.

Nightlight stood with a furrowed brow, shifting his gaze from his daughter back to his son. Every parent's dream was to see their child grow into a successful adult, and Shining Armor was his father's dream come true. Once the Captain of the Canterlot Guard, now he served as the Crystal Empire's Prince alongside Princess Cadance, whom he had recently happily married. Nightlight smiled. There was no question his son had found happiness, but a questioning frown formed on his face; the idea of his daughter following her brother's example being a bit more difficult to believe.

Shaking his head, Nightlight knew the reasons were different. Twilight was _very_ talented, to the point of having been deemed worthy to become Princess Celestia's apprentice. Her skills in magic were unmatched, and her intelligence was vast, especially for her young age. However, with such credentials, Twilight was not necessarily the most sociable pony, often choosing the books over anything else. While it was fine during her foal years, Nightlight grew worried as the trend carried over into Twilight's young adulthood.

So it was fairly surprising to hear that Twilight had found somepony special. Nightlight closed his eyes and sighed. It was a relief, actually. She spent all of her time in the library, finding books more welcome company than ponies. This only served to fuel his curiosity regarding Twilight's sudden interest in love. Whether this was done on a whim or his daughter finally emerged from her shell, Nightlight could not shake his doubts.

"It's strange, Shining. You just got married, and now your little sister is dating somepony. You two grew up so fast," he murmured, managing a smile, but it quickly dissipated, allowing Nightlight's frown to resurface. "Are you certain this pony is worth it? How do we know he's not just stringing your sister along? You know how dense she is at times."

Shining Armor chuckled. He had just carried the same mindset a day ago. Admittedly, he _still_ had reservations, but they were lessened, thanks to the encouraging words of those around him. Now he only wanted to see if his sister's feelings (as well as Peter's) were truly sincere.

Patting his father's shoulder, Shining Armor shook his headand shrugged. "I guess we'll find out, Dad." His eyes widened, a late realization coming to mind. "Dad, do me a favor. Don't ask those two too many questions. Peter is still recovering from a coma, and Twilight would kill me if you stressed him out."

"A coma? By Celestia! What happened?" Nightlight's jaw fell slightly.

Shining Armor glanced off to the side, paying mind to keep the truth hidden. "Timberwolves."

* * *

><p>Nearly half an hour had passed, and everypony remained seated at the round table, exchanging pleasantries. Spike sat between Twilight and Velvet, chewing on a turquoise diamond without so much a care in the world. Shining Armor sat next to Nightlight and Cadance with his hoof over his forehead, groaning at the tales his parents exchanged with each other regarding himself and his sister. Meanwhile, Peter, sitting between Twilight and Cadance, kept his head and voice as low as possible, trying his absolute best to avoid attention.<p>

Thankfully, the majority of everypony's attention, particularly Nightlight and Velvet's, were both centered on Twilight and Shining Armor. Considering the parents had not seen their children under normal circumstances in quite some time, this reaction was certainly understandable. This was exactly the break Peter needed to recollect his nerve. While Velvet's illuminating charm eased away a great deal of tension initially, it could not fully eliminate the massive amount of paranoia the stallion carried.

Peter's ears remained perked, twitching with unwanted anticipation should Twilight's parents call upon him. He could not compare his current ordeal to the old days of school because, unlike the other children, Peter knew exactly what answers to give to his teachers. Right now, the shoe was on the other hoof. While he could easily tell Twilight's parents the truth about his origin, common sense suggested going against that notion.

Nightlight and Velvet were completely taken aback just by the fact their headstrong, socially-awkward, bookworm of a daughter started dating somepony when history suggested such a thing would never happen. So it wasn't difficult to imagine their reaction to learning Twilight's coltfriend was actually an alien from another dimension. All things considered, Shining Armor took the news amazingly well before, but Peter knew he had his friends and all three princesses to thank for that feat.

For Twilight's sake, he vowed to tell the truth only to a certain extent and lie only when necessary. The stallion sighed lowly. It was like his days on Earth all over again, when Peter Parker was forced to lie to everyone around him regularly to protect his secret identity as Spider-Man. The fact that he didn't have to do it as often as before made Peter love his new home of Equestria so much more.

_'Still, I can just imagine how they would react. Yes, Ms. Velvet. I'm an alien from an alternate dimension. Oh, don't act like that, Mr. Nightlight. All of the cool kids are doing the same thing nowadays.'_ His mind sneered, tuning out the outside world as it centered on the possible scenario. _'Speaking of which, I don't think Aunt May would take the news well either.'_

Peter's hoof tapped nervously against the leg of his chair, but the stallion had not noticed, thanks to his prolific daydreaming. _'Look, Aunt May. I know Twilight's a pony. Sure, the neighbors would have a field day talking about this, and there's a chance Uncle Ben is rolling in his grave right now. But hey! She's sentient! So it's totally okay and not weird! Would it help if I told you she's a fan of literature?'_

Suddenly, something tapped the young stallion on the shoulder, knocking him out of his trance. Peter turned his head in the direction of the disturbance and found Cadance with a warm smile on her face.

"It's so warm in here, but you're practically shivering," she whispered, placing her hoof over his own firmly in hope to end the stallion's erratic trembling, but it proved to be for naught, evident once Peter's shivers coursed through the alicorn's limb. Giggling sheepishly, Cadance removed her hoof and magically edged her seat closer to the stallion's subtly. "You're still nervous, aren't you?"

"Me? Nervous? No way," Peter replied almost too quickly, attempting to ignore how dry his mouth had grown.

Unfortunately, like the desert landscape of Saddle Arabia, Peter's body reached a fever pitch, and small beads of sweat began to form along his forehead. He reached over his plate, quickly retrieving a glass full of ice water, but due to the severity of his thirst, the stallion downed the entirety of his beverage in one full gulp. Peter blankly glanced over at Cadance out of the corner of his eye, finding the alicorn with her brow raised, before exhaling softly.

"Okay, so I'm a little nervous. It's no big deal. After all, first impressions are everything, and what do I have to show for mine?" Sliding his hoof across the table until it linked around the handle of a larger glass of ice water, the stallion poured its cold contents into his cup and swiftly finished his second drink, sighing afterward. "Nothing."

"That's not true," Cadance quickly objected, shaking her head. "You're a very nice pony, but you have a nasty tendency to sell yourself short." Placing her hoof over his shoulder, the alicorn glanced at Twilight, who was actively focused on her talk with her parents, before giving Peter an affirming nod. "Twilight loves you, and you love her. As long as you two are honest with your feelings for each other, there's no reason for anypony to object or say otherwise."

Once the commotion around the table lessened, namely the vigor of the surrounding conversations, Cadance slid her seat an appropriate distance from Peter's and straightened her sitting position. However, the alicorn placed her hoof over the side of her mouth, preventing everypony with the exception of Peter from hearing her words or reading her lips. She delivered a small sentence somewhat mutely but slowly, allowing the stallion to decipher her lip movements.

"Just be yourself." Cadance winked, finally shifting her attention away from Peter to her husband, who broke away from his own conversation just a moment later.

Peter rolled his eyes, resisting the urge to scoff at Cadance's simple advice, but his mouth betrayed his mind's actions, smiling with a grand sense of relief. Throughout his life, Aunt May and Uncle Ben raised Peter upright, teaching him that, no matter the circumstances, he should always be himself and never change to impress anybody. Granted, he remained a wallflower following their advice, but by the end of the day, especially where he stood now, Peter had won the heart of the best girl imaginable because he didn't attempt to be someone he wasn't.

Sliding his hoof under the table, where it clumsily searched for Twilight's own before eventually succeeding, Peter grinned softly. If he could be honest with Celestia, Cadance, Luna, and the rest of his friends, Twilight's parents were certain to receive the same treatment, but his mind reminded him that the entire truth was not necessary at the moment. Sooner or later, it might be time for Velvet and Nightlight would learn about Peter's origin from Earth and his connection to Spider-Mane.

However, with a simple reaffirming nod, he knew what was more important today. After all, he was Peter 'Pony' Parker first and Spider-Mane second.

* * *

><p>"I can't stress how much of a relief this is for us," Nightlight said, sharing a glance with his wife.<p>

Peter tilted his head to the side. "How so?"

"We were worried Twilight was never going to date somepony," Velvet sternly stated, pausing to place her hoof under her chin. "Honestly, as much as she read, we thought Twilight would sooner marry a book than a pony."

"Told you so," Shining Armor whispered to Cadance, immediately earning a stiff poke to the side in response from his wife.

Spike ceased his chewing for a moment and chuckled. "I knew she read too many books."

Twilight, despite having a vivid pink flush on her cheeks, shot both of her brothers a glare. "Excuse me for strengthening my intellect."

Peter snickered as he placed his hoof over Twilight's. "She's a bookworm, but it's something I really like about her. Nothing's cuter than a girl who can provide the answer to any equation with ease."

Twilight's ears fell to the side, and her smile grew in width. "Aw, that's sweet."

Winking, Peter turned to the mare's parents. "Although I think she's cheating on me with **The Wonders ****of Science and Magic** book. She cuddles with it way more than me."

Flustered, Twilight rammed her hoof into the stallion's side, and Velvet giggled at the sight while Nightlight smiled. Peter raised his hooves defensively, an act of plea for his mare not to tear him apart. Surprisingly, Twilight folded her hooves across her chest and poked her lips out in a mock-defeated pout. However, her expression stiffened once Peter's hoof gently fell over her shoulder, diminishing into a flushed smile.

"I'm kidding. I know Twilight wouldn't do something like that," he chuckled, leaning over to the side. His lips nearly met the side of the mare's cheek, but he turned back to Twilight's parents with a coy grin. "She's seeing **The Magical World of Physics** book for sure. I think I even saw her kiss it last ni- Ow!"

The entire table burst into laughter as Twilight struck Peter's side for a second time, her eyes narrowing on the stallion. "Oh, ha-ha."

Peter sobered for a moment. "Oh, I read the **New Frontiers in Magic and Technology** already. I guess that means we'll have to resume our lessons in the morning? I finally have an idea on how to regulate the polarity issues in my output."

"You did?" Twilight's voice heightened, a hint of excitement rising from within. "That will make the lessons easier tomorrow, but just to be safe, we should read **Magic: The Practical Science** tonight together and share a briefing."

Shining Armor closed his eyes and sighed, unable to contain his smile. "Well, I'm starting to see why you like him so much. Peter can actually keep up with your intellect." His brow furrowed and a concerned frown formed on his face. "I just hope he isn't as... manic as you."

"I'm not manic!" Twilight shot defensively. Everypony stared at her, prompting the mare's brow to lower into a glare. She turned to her coltfriend. "Peter, am I manic?"

Peter opened his mouth but hesitated to speak, knowing his words had to be chosen carefully. However, his mouth ignored his mind's demand and spoke freely. "Well, you _can_ be rather... excitable at times."

Needless to say, Peter was given an earful, but not in the sense everypony was expecting. Usually, Twilight was quick to anger, yet despite having Peter tease her several times, she responded kindly.

She giggled. "We'll have to wake up really early tomorrow for our magic lessons. How does 5:30 sound?"

"That's... What?!" Peter waved his hooves frantically. "Oh, come on! Can't we talk this out? Maybe over dinner?"

Twilight's coy smile grew in width. "We're already talking _and_ having dinner."

Scratching the back of his head at the late realization, the stallion chuckled. "Oh, right. I almost forgot." Peter pressed his hooves together in a begging manner, his eyes growing to the size of a puppy's. "You're not manic in the slightest!" He reached out, grasped the mare's hooves gently, and lowered his head, managing to laugh halfheartedly. "You're just unusually cruel at times."

Nightlight watched both ponies with a stern expression in his eyes, but as their conversation progressed, it steadily softened while a smile formed on his face. Twilight often polarized, more so repelled, everypony with her strict, no-nonsense demeanor. Even as a foal, she had a tendency to take every situation as serious as possible, including the most menial of tasks. While Nightlight was proud of his daughter's sense of duty and responsibility, he wished she would learn to loosen up, especially when it came to the company of others.

Success was everypony's dream, but it was otherwise empty if one couldn't share it with anypony. However, here she was laughing with somepony. Granted, Twilight still had her strict tendencies, but in Nightlight's eyes, this relationship was undeniable progress and a step in the right direction for his daughter. Whether she knew it or not, a pink blush had stained Twilight's cheeks immensely to the point where it was quite visible to everypony, and it refused to dissipate, as if it were a natural, physical feature of hers.

It was a sign of her feelings, but Twilight's change in demeanor was a more blatant sign of her attachment to Peter. Nightlight chuckled. It wasn't subtle, but his clumsy, cumbersome daughter was never known to be graceful. Whenever Peter looked in her direction, whether by passing glance or focused gaze, Twilight always responded in kind, depending on the situation. He was the center of her attention, meaning she was possibly on edge whenever they were in the same vicinity together.

Nightlight stole a glance at his wife and felt his smile widen. Velvet was exactly the same when they first started dating. Twilight and Velvet were nearly mirror images of each other, and Nightlight continued to recognize his daughter was currently showing signs that his wife did years ago. Her smile, while always warm and welcoming, was brighter, illuminating with a hint of happiness that could rival the light of the sun.

Twilight was never the affectionate type, choosing to keep others at a distance, but that seemed to have changed, as she practically giggled with delight every time Peter held her hoof. The symptoms were there. Peter was at the center of Twilight's mind, finding ways to make her smile and relish his touch. Nightlight closed his eyes and nodded. Twilight was truly in love, and her father refused to end something so wondrous.

Of course, he still had his reservations about Peter and even more questions to ask. What were his hobbies? Why had he not discovered his special talent yet? There were several others, but Nightlight would save them for another time. Right now, he only wanted to enjoy watching his daughter mature into an adult a bit longer.

"Six in the morning?! That's still so early!" Peter whined, waving his hooves over his head erratically.

Twilight huffed. "It's never too early to broaden your intellect!"

Shining Armor and Spike continued to laugh at Peter's expense while Cadance and Velvet sat with their chins cupped in their hooves, cooing at the young couple. Nightlight shrugged. It was progress, but his daughter still had a ways to go. However, he felt a bit more comfortable about the young stallion that stole Twilight's heart. Whatever he was doing, Nightlight only hoped it would continue to change his daughter for the better.

* * *

><p>"They're the same," Lyra murmured, ripping the picture from her notebook, wadding it up, and throwing it behind her shoulder unto an unusually tall pile of crumbled pieces of paper. "They have to be!"<p>

Her room, usually tidy and organized, was the embodiment of chaos. Several different pictures of Spider-Mane laid scattered throughout the abode, each with various comparison notes etched into them. Lyra scrolled through every picture she found for days on end, evident by the large bags formed under her large, yellow irises. The mare's mane was quite mangled, an obvious sign she cared more for her research than appearance at the moment.

The way he stood and moved. It was not normal. Like the beings of old and the individual she saw the night of the first dragon attack, Spider-Mane exhibited so many human-like tendencies. Lyra was more than determined to expose the truth. Sadly, many deemed her rather eccentric, borderline obsessive, in her task. The mare sighed. In her excitement, she realized too late that tackling Spider-Mane in broad daylight was not the wisest of strategies, especially when she lacked the evidence to prove her theories were correct.

After her 'embarrassing' ejection from Manehattan, Lyra retreated back to Ponyville and focused on what little proof she possessed already. Unfortunately, Spider-Mane was rather discreet and rarely appeared whenever danger wasn't present. Yet, there was still a chance. After spotting that strange pony in the Gala, the one who sat like a human, Lyra noted to keep a keen eye on him as well. Luckily, after spotting him dancing with Twilight Sparkle at the end of the Gala, it was easy to assume they were in close company.

That accusation was spot-on, as the pony lived with Twilight Sparkle, but that was unusual, considering he just moved in with her recently. However, Ponyville was a small village, and almost everypony was recognizable. Nopony had even heard of Peter 'Pony' Parker. Lyra's brow furrowed. Like Spider-Mane, his movements were rather odd and more human than pony. Coincidentally, these two appeared in Ponyville around the same time. If she believed in coincidence, it would not have been given a second thought, but Lyra was a factual girl and didn't put much stock in chance.

"Peter Parker and Spider-Mane." Lyra, using her magic, levitated a photo of the hero close to her face and used her hoof to trace along his features. "Same colored mane. Same short and stubby tail. Same movements! Same stance!" Her voice bounced off the wall, growing in volume with each punctuation. "They're the same pony! Of course, they are! I mean...!" Giggling evilly, the aquamarine-coated mare rubbed her hooves together. "_He's_ a human. If I can find Peter, I can get the truth out of him!"

Spinning around in her chair, Lyra hopped out of it and proceeded to bounce happily in place.

"You hid from me long enough! Tomorrow we'll begin the hunt!"

Lyra's maniacal laughter echoed throughout her entire home, even reaching the outside walls. Sadly, her temporary roommate upstairs was forced to listen to her friend's growing insanity, but once her bloodshot, mulberry eyes peeked from underneath her sheets and found that her clock read 6:05 A.M., Octavia slammed her pillow over her dark gray head, wanting nothing to do with such stupidity. Once she awoke, the mare promised to see the situation through, but for now, Octavia only wished Lyra wouldn't go too far in her adventure.

The cellist sighed. By Celestia's name, she knew that was only wishful thinking.


	28. The Mare Who Cried Human

_**Chapter Twenty-Eight "The Mare Who Cried Human"**_

_Twenty-Five Days Remain_

The reign of night was nearly at an end, and the dawn of morning was set to begin. As the sun steadily rose, chasing away the moon and its stars, a few of Ponyville's inhabitants were preparing to start their day, some more willing than others. Twilight stepped out of her home, humming a blissful tune, and Peter lazily followed, yawning with each step he took. Pausing momentarily, she checked her knapsack and simply nodded once, certain everything needed was within.

Peter stopped in his tracks as well, but it was an involuntary reaction as sleep had reestablished its grip over the stallion despite him managing to maintain a standing position on all fours. A soft set of snores escaped from the unicorn. Twilight's ears perked at the sound, prompting the mare to shake her head disapprovingly and let out an exasperated groan. Peter always made the simple task of waking him up a complete chore, but now it seemed he wanted to perfect the art of sleep-standing.

Huffing, Twilight focused her energy into her horn and materialized a glass of ice water out of thin air. She would not stand for it _this_ morning. The glass teetered over, pouring its cold contents over the stallion's head. Peter sprung to life with a yelp, leaping nearly thirty hoof-lengths in the air in surprise, but the shock quickly wore off, leaving the hapless stallion to sigh desolately once he finally landed back on the ground.

Twilight hopped back in startlement, and a number of ponies on the street glanced up at him curiously, but nopony seemed overly surprised (other than Peter himself, of course). With weekly attacks by ursa minors, ravening dragons, chaotic elder gods, parasprites, and the walking randomness known as Pinkie Pie, nothing seemed to phase the pedestrians these days.

Not wanting to push his luck any further, Peter followed Twilight without so much as a single complaint, although the water in his eyes, mane, and coat made it tempting to try otherwise.

Unfortunately, as a unicorn, Peter was supposed to use magic, and Twilight only wanted to make sure her coltfriend could access it properly. Plus, with Osborn on the way, Spider-Mane would need every advantage he could earn. Shaking his head free of any remnants of sleep and dripping water, Peter smiled before playfully nudging Twilight's side. With a renewed sense of vigor on both of their parts, the pair trotted through the village, making a path for the Everfree Forest.

Once both ponies were at a safe distance, the bush next to the door outside of Twilight's house rustled. Suddenly, Lyra emerged from within its leaves, giggling menacingly as her glossy yellow eyes kept Peter within their line of sight. Ducking back into the bush for a moment, the aquamarine mare hopped from her hiding position with an olive green camouflaged hat on her head.

Her horn glowed, pulling a knapsack from the shrubbery to slide gracefully around her neck. Nodding confidently, Lyra prepared to pursue the specimen of interest, but a soft set of snores reached her ears, causing the mare to snap her head in the direction of the bushes.

"We are on the verge of the greatest discovery in Equestria's history, and you can't stay awake to see it?!" Lyra yelled, pulling the leaves back enough to reveal Octavia, who hadn't even had time to remove her nightgown. The gray-coated mare's eyes fluttered open slowly, only to immediately close again. Lyra shouted again, with more force. "Octavia!"

Seeing no reaction from her friend, Lyra decided to try Twilight´s idea and conjured a cup full of water. Octavia's mind snapped back to reality once the ice cold liquid soaked in. She stumbled out of the bush, eventually losing her balance and falling onto her stomach. Shifting her head wildly, Octavia faced Lyra with a look of bewilderment in her violet irises, but the unicorn paid her actions no mind and trotted ahead, determined not to let the specimen escape.

"I believe you're taking this too far," Octavia stated, shivering as the cool wind brushed through her drenched mane. Hesitantly, she forced herself to follow Lyra, ignoring her mind's pleas to turn back to the warm, plush bed that she foolishly abandoned prematurely. "I only agreed to accompany you to ensure you don't do anything reckless."

The cellist rolled her eyes, questioning her own common sense. _'Why must I torture myself with such eccentric company?'_ Once Lyra's maniacal laughter echoed throughout the vicinity, Octavia's gaze turned blank as fate reminded her of her reasoning. _'Of course. Heaven forbid all of Equestria sees_ _**this**_ _side of you...'_

* * *

><p>"Don't lose focus." Twilight whispered. "Maintain the median." She circled around Peter with a stern gaze, though he couldn't see her, as his eyes were closed.<p>

Beads of sweat fell from his forehead as he strained to magically levitate several small pebbles at once. Lifting another pebble with her own magic, Twilight tossed the rock in Peter's direction, but his eyes snapped open, cuing his crystal**-**white energy to envelope the object and stop it in its tracks in midair. Once the stallion released a pained breath, the collection of pebbles fell to the ground, bouncing in various directions. However, Twilight seemed to have been impressed, evident by her ecstatic clapping.

"That's good, Peter! You managed to levitate eleven pebbles that time."

Peter groaned. "Thanks, but I have such a migraine." His hooves rubbed over his temples, attempting to smooth out the throbs coursing through his cranium. Yet, despite his pain, the stallion managed to smile. "At least now I know my spider sense is tuned in with the magical part of my brain. Until I learn to separate and differentiate one from the other, I'll be left with some splitting headaches."

"In any case, we're making great progress." Twilight, using her magic, wrote a few notes onto a scroll. "You've come so far in such a short time."

Once Peter stumbled back, landing squarely on his flank, the lavender mare mirrored his action and joined his side. She dropped her notes into her knapsack before shifting her weight, nuzzling into her stallion. His high body temperature spread through her being, warming the mare considerably, and as her violet irises glanced at the bright clear sky overhead, Twilight wished to bask in the blissful feelings that consumed her. Sadly, her time was limited, and she had prior engagements to see through alone.

"Well, let's end our lesson for the day. I'd better leave for Canterlot soon." Twilight hesitantly broke away from Peter's side and stood back on her hooves. "I'll be back in a day or two."

"Do what you have to do, but don't stay gone for too long." Wrapping his hooves around the mare's neck, Peter pulled Twilight into a warm embrace. "I'll see you when you get back."

"Don't forget about your sparring match with Rainbow Dash," she cooed, returning her lover's affection to the greatest of her ability. After a few moments, Twilight leaned forward, pressing her lips against the stallion's, but as much as she would have enjoyed savoring his taste, the mare broke away, attempting to ignore how hot her cheeks had become. Yet, her smile remained firmly intact. "Please stay safe, okay? I...love you."

"In this town? Easy as pie," Peter said, unable to hide the crimson blush that stained his cheeks. "And I love you, too!"

With that said, Twilight placed her hoof over her chest before disappearing from sight in a violet burst of light. Sighing, Peter prepared to make his exit as well, but he paused, taking a moment to scan his surroundings. Once certain he was alone, the stallion stared intently at his horn and bit his lip.

"I've got some time. Better see how good _my_ teleportation is right now." He chuckled nervously. "Last time I tried, I ended up falling in the lake. Let's hope my aim's better this time."

Inhaling deeply, Peter closed his eyes and channeled all of his concentration into his horn. However, high above, unbeknownst to the stallion, Lyra stood perched on a tree branch with an evil grin, like a hawk stalking over its prey. With a large net in her hooves, the unicorn knew now was the opportune time to strike, but Octavia was not as confident as she clutched to the tree with all of her might, trying her best not to panic due to the perilous height she sat at. Raising the net high over her head, Lyra leaned on the edge of her branch, preparing to take a grandiose leap of faith.

"I didn't think it would be so easy!" Lyra laughed, her eyes widening.

"M-Must you try s-such a dangerous stunt?" Octavia's grip on the tree tightened to the point where her hooves began to embed into the bark. "Let us be rational, Lyra. If you fall from this height, you might crush the poor stallion!"

Sadly, her pleas of rationality fell on deaf ears. Lyra sprang from the tree, diving from the sky with the intent of a heat-seeking missile. With her frame over the fully opened net, the unicorn watched with a crazed gaze as she neared her target. Peter, blissfully unaware of the developing situation, remained still, locked deep in his concentration, but his spider sense suddenly erupted, sending his thoughts ablaze. His horn shorted, firing a quick burst of clear energy. Nothing happened to Peter, but Lyra (and her net) disappeared in a flash before it could come into contact with the stallion.

Peter snorted. "Stupid spider sense. I must have accidentally triggered it." Shaking his head, Peter brought his hoof over his eyes and waited for the pulsating throbs coursing through his skull to cease. "I better be careful If I keep slipping up like that, I might just short out my spider sense. How much would _that_ suck?" Once his pain subsided, he shrugged his shoulders and proceeded to trot his way out of the forest. "I've got plenty of time to work on my Nightcrawler technique. I better go find Skittles before she kills me."

Meanwhile, a few hundred yards away, Lyra reappeared out of thin air in a flash of light, but she had no time to react as her body plummeted into the Everfree Lake, the impact of her 'dive' creating a splash quite a few feet high. Eventually, the mare rose from the water, the entire front portion of her body bruised from the impact, but she was more annoyed with the result, evident by the look of exasperation evident in her yellow eyes. However, her net made the swim back to shore difficult.

Under some circumstances, this humiliating result would have been enough for most ponies to admit defeat, but that was far from the case for one Lyra Heartstrings, who refused to yield to such a minor inconvenience.

With her hoof raised defiantly, the mare spat out a mouthful of lake water and roared to the heavens. "This is only the beginning!"

* * *

><p>Performing a series of back-flips before stopping to throw a high spin kick, Rainbow Dash paused to tighten the straps of her white karate gi. The barn at Sweet Apple Acres proved to be a suitable training ground, with plenty of room to give Rainbow Dash maneuverability and seclusion to help Peter perform without the fear of prying eyes seeing his abilities. With the safety mats spread, Trixie watched her athletic friends perform their usual series of stretches and warm-ups. Peter, wearing a gi exactly the same as Rainbow's, laid flat on his back, pulling his leg straight over his chest until it touched his ear.<p>

Unaware she was staring, Trixie watched with a brow raised and a crimson blush on her cheeks. "Nopony should be _that _flexible." Placing her hoof over her mouth, the unicorn cleared her throat, desperate to ignore the images generating in her mind. "So, Parker? You said Twilight Sparkle would be gone for a couple of days?"

"For a day or two, yeah." Quickly switching legs, Peter nodded as he held his stretching position. "It's nothing major. Twilight just wants to do a little research." Rolling over on his stomach, the stallion threw his lower body overhead, shifting his body in midair, and landed perfectly on his rear hooves. Peter turned his gaze to the pegasus and lowered his body, taking a defensive stance. "All right, Skittles. Try not to rough me up too badly. I _just_ left the hospital, remember?"

Whipping her tail to the side, Rainbow Dash shook her head and smiled. "No guarantees, dude."

Both ponies exchanged a brief yet friendly hoof bump before Rainbow stepped back, following with a low sweep kick, but Peter quickly hopped over the attack, throwing a swift jab afterward. The mare threw one hoof to block the attack and a second to counter. However, the stallion lunged forward, wrapped both of his hooves around one of his opponent's, and in a swift act of motion hurled her body over his shoulder. Landing on her back, Rainbow let out a very unladylike snort and quickly engaged Peter for a second round.

Meanwhile, outside of the barn's door, Lyra stood with a large brown bag over her shoulder. Her hoof tapped eagerly against the ground, anticipating what was going to happen in a few moments. After his sparring match with Rainbow Dash, Peter would be exhausted, unable to put forth any resistance. Lyra could easily swoop in, throw her target in the bag, and teleport to a safe locale, able to perform a harmless yet enlightening interrogation. It was crudely simple, but the aquamarine mare would not argue with its sure-to-come effectiveness.

Lyra shuddered, smiling. _'A creature so magnificent and ancient. The possibilities!'_

Octavia, keeping a safe distance, watched from the bushes and made certain to keep herself concealed. "Lyra, this is preposterous!" she yelled, sotto voce. "May we _please_ go home before you hurt yourself?"

Inside, Peter paused, furrowing his brow at the sounds coming from outside, but an oblivious Rainbow Dash took advantage of the stallion's distracted state of mind and slid her body underneath his hooves. Before he could hope to react, the pegasus, with a sound grip on her opponent's neck and shoulder, skidded across the ground and threw Peter as hard as she could. Stunned and without his web-shooters, the stallion couldn't stop his involuntarily flight. He crashed into the barn's large door, knocking it off its hinges.

"Quiet!" Lyra, in her excitement, was not aware of the crazed expression she bore. "I am on the verge of a breakthrough!" Raising her hooves high over her head, the unicorn, keeping her back turned to the door, laughed madly. "I will be the one to reestablish the lost link between human and pony! Me! Lyra Heart-!"

Unfortunately, before Lyra could finish her victory monologue, she was unceremoniously flattened by the crimson door. Octavia instinctively ducked into the bushes, peeking through what little opening the shrubbery provided. Peter, flat on his back, let out a pained moan, unaware of the mare buried (and concealed) underneath the door. Rainbow Dash flew outside to survey the damage, and Trixie slowly followed, only to raise her brow at the spectacle.

Rubbing his hoof over his aching skull, Peter lifted himself to an upright sitting position, but as he glanced around, analyzing his surroundings, the stallion frowned, his confusion apparent.

'_I swear I heard someone...'_

Before he could dive further into the subject, Rainbow Dash extended her hoof, breaking her friend's train of thought. Shrugging, Peter took the noise from earlier as a figment of his imagination, paying it no further mind. He accepted Rainbow's gesture, allowing the mare to pull him from the ground. Peter hastily disrobed his gi, tossing it into the confines of his backpack.

"I'd love to stay and chat, ladies, but I have to hurry back to the village. I promised the Crusaders I'd treat them to ice cream today," Peter chuckled, galloping immediately for the town.

Trixie, brushing a strand of her silver-blue mane behind her ear, watched the stallion and sarcastically giggled. "Well, good news is that his durability seems to be intact." The magician opened her eyes, blankly staring at the new-made hole in the wall. "Trixie can't say the same for the barn door, sadly."

Grinning, Rainbow Dash scratched the back of her head. "It's nothing Applejack can't fix."

_'...But __**who **__is going to fix poor Lyra?'_ Octavia sighed inwardly, making a mental note to call the paramedics in due time.

* * *

><p>Bolts of pain coursed through her body, but Lyra remained vigilant, despite having a cast placed around her neck. She was forced to look through her notes back at home until her wounds healed. While it was frustrating, it gave the mare reason to widen her studies on the human-turned-pony. Using her magic, she scrolled through the pages of an aged book, its papers decrepit and weak. However, the book provided such enlightenment about the history of her subject of interest.<p>

Octavia, standing behind Lyra, folded her hooves across her chest and sighed. "I must ask, Lyra. Why are you so determined to find a human?" Once the unicorn raised a brow in response, the cellist shook her head, knowing the question was quite redundant. She waited several moments, trying to find the best way to specify the question on her mind. "I mean, you've been more determined than usual. Why is that?"

Lyra reached over the table, retrieving pictures of Spider-Mane and Peter 'Pony' Parker, and handed them over to her friend. "I told you before that he is a human," she stated in a matter-of-fact tone. However, she slid her seat over, allowing Octavia to see the page she was currently reading. "But Peter is not just an ordinary human. No way. He is special, like _very special_. He was special back then, too." Lyra tapped the book feverishly, making certain she had Octavia's attention. "This book is about him! Everything we want to know about Peter Parker is _here!"_

"Wait," Octavia murmured, struggling to keep up with her friend's quickening speech pattern, "you said he _is_ special. Then, you said he _was?" _Her brow furrowed. "What are you referring to?"

"Our ancient history suggests humans once existed on this world a long time ago, right? Like, way before Princess Celestia and Princess Luna were even born." Once Octavia nodded, albeit hesitantly, Lyra closed the book. "I have proof that is a fact! A few weeks ago, I found this book on my way back home. You won't believe it, but it appeared out of thin air! I started reading, and by Celestia, I could believe what was inside!"

She held the book out, allowing Octavia to see its title, which read **The Greatest Hero in History**_**.** _Lyra quickly turned to a page, where a pony and human stood side-by-side. However, both beings bore a striking resemblance to each other, sharing the same colored hazel eyes, brown hair/mane, and light skin/coat tone.

"There was a human who saved the world countless times, even managing to do the same for the universe on more than one occasion."

Lyra turned the page once more, revealing the most important picture of them all. Octavia's hoof fell over her mouth to conceal a gasp, but it failed, as it was heard clearly throughout the room. The human and pony shared a unique piece of attire, a pair of red and blue tights with a spider insignia over the chest.

"Spider-Mane?" Octavia managed to force out, her mind struggling still taking in the information it received. "Rarity's friend Peter is...?"

Lyra's yellow irises practically beamed, matched only by the confident smile on her face. She raised her hoof and nodded. "That's right. Peter was the greatest human of them all, and now..." The unicorn glanced over at her photo of Peter, who smiled weakly as Twilight, Fluttershy, Rarity, Rainbow Dash, Pinkie, and Applejack hugged him with the greatest of care. "Peter's going to become the greatest _pony,_ too!"

"Lyra, I'm not sure if this information is true or not." Octavia raised her hoof, preventing the unicorn from protesting. However, with a small sigh, she politely took the book from the table and placed it over her friend's lap, which was easy with her unusual, upright sitting position. Octavia followed by placing two photos in the book, one of Peter and the other of Spider-Mane, in the book as well. She smiled, patting the cover of the book gently. "However, instead of being brash, why not just go to him with the information you have? You could learn so much more with a rational mindset. I'll even accompany you..." Lyra nodded eagerly and prepared to stand, but Octavia placed her hooves over her shoulders. "...after you've healed, of course."

* * *

><p><em>Twenty-Three Days Remain<em>

Within the walls of Canterlot castle, Peter tilted his head to the side at Princess Celestia's request. "You want me to go to the Crystal Empire?"

"Yes." The sun goddess nodded, but not before her horn began to glow with magical energy. A small image appeared within an orb, specifically a black mist that enveloped everything and a pair of crimson irises that glared at the outside world. Before long, the orb disappeared, prompting Princess Celestia to shake her head. "Remnants of a dark entity named Sombra have appeared in the ruins on the verge of the Crystal Empire. I want you and Shining Armor to seal away the remains before it can fully regenerate. May I ask this of you?"

Peter nodded. "Sure thing. I haven't had a chance to throw down with a baddie in a while," Peter replied without a hint of hesitation in his voice, earning a smile from the princess. He paused to scratch the side of his chin. "If I may ask, why'd you summon me and not the girls? I mean, I'm honored, big time. It's just, I'm surprised you asked me instead of Twilight."

"Twilight's attempting to solve a great secret from Star Swirl, and it's very important that she focuses on that more than anything else." She placed her hoof over Peter's shoulder. "Twilight must assist her friends right now. I need you to assist a kingdom."

"Fair enough!" Peter reached over for his backpack. Once he pulled his heroic attire from its confines, the stallion grinned confidently. "When do I leave?"

"Immediately. I will send for an escort to see you to the nearest train station and provide you with documents regarding everything you will need to know about Sombra, as well as the coordinates to Shining Armor's location." Removing her hoof from his shoulder, the princess took a step back and bowed her head out of respect. "Please, be careful, and may the stars bring you back safely."


	29. Remnants of an Evil King, Part I

_**Chapter Twenty-Nine "Remnants of an Evil King, Part I"**_

_Twenty-Three Days Remains_

When Princess Celestia stated that his departure would be immediate, it was quite a literal term as Peter was already seated on the next available train heading for the Crystal Empire within the hour. The length of the trip was an estimated two hours at the most, much shorter than the three day journey to Manehattan. Although Peter was blessed with the privilege of traveling first class for a second time, he did not revel in the perks therein, choosing instead to read through the portfolio of documents regarding King Sombra that was delivered to him by Princess Celestia before his departure.

In a sense, the unicorn chose to do his homework over anything remotely fun. Peter shrugged. That much would probably never change. His hazel eyes skimmed through each page, from Sombra's origin to his recent defeat. The former king of the Crystal Empire was just a normal unicorn, but after using dark magic extensively, he was corrupted, the power having turned him into a power-hungry tyrant. Like with Discord, Princess Celestia and Princess Luna were forced to seal Sombra away with the Elements of Harmony, leaving him as little more than a disembodied mass of rage and shadows.

Peter saw in the paperwork that Sombra somehow regained his physical form during his return, but it was quite clear he was far more powerful in his shadow form. Peter shifted his gaze to his chest, where a small light glowed brightly before seeping back into his coat. Princess Celestia had told him that Sombra's powers of corruption were great, and she made certain to cast a resistance spell on Peter, giving him as much protection as she could. However, it would not serve as an absolute defense, as Sombra could still invoke physical harm on his being, but Peter accepted it, taking whatever advantage he could get.

Now he had to find a means of attack. The Elements of Harmony were out of the question as the wielders had their own concerns to deal with back in Ponyville, but there was hope in the form of the Crystal Heart, an instrument of love, hope, and protection. Just two weeks before Peter fell into Equestria, Twilight and Spike were able to find the lost Crystal Heart, all while resisting Sombra's powers of corruption. With its magic, Sombra had once been expelled from the Crystal Empire, and with any luck, it could help in doing so for a second time.

The stallion paused, remembering the Crystal Heart served as a shield for the Empire, and the reports read that Sombra was spotted in a temple _outside_ of the empire. This meant Peter couldn't risk moving the crystal without endangering the Empire's inhabitants. After reading through all the files several times, the stallion reached under his seat, retrieved his backpack, and swiftly placed the portfolio alongside his costume, making certain nopony could steal a peek. He rolled his eyes. Peter had several ideas racing around his brain, but one kept pushing itself to the front.

Perhaps out of instinct, Peter's hoof tapped lightly against his horn, his body lending a hint to his mind, but the stallion shook his head. Despite the fact that it kept pushing itself to the forefront of his mind, there was no way _that_ idea would work.

He could not perform _simple_ magic without suffering severe migraines. If he were to try anything as advanced as _that_, especially on something as powerful as the Crystal Heart, Peter's skull just might split in two. That part of himself that always seemed to argue with him over everything reminded him of his impending encounter with a certain pink alicorn, the friggin' Goddess of Love. Peter sighed lowly, resisting the urge to facehoof for forgetting something so obvious. Cadance was the Goddess of Love, and if there were anypony in Equestria that could replicate the specific elements of the Crystal Heart, it was her.

Fighting Sombra in his shadow form would be difficult on its own merits, reminiscent of the days Peter had to combat the abstract body of the Sandman. However, with every strength came a weakness, and Parker already had a plan specifically for Sombra. He only hoped Cadance and Shining Armor would support him in his resolve.

"Next stop, the Crystal Empire!" a static-riddled voice called out, and Peter shifted his gaze in the direction of the intercom. "Repeat! Next stop, the Crystal Empire!"

Everypony roused at the sound of the voice, some waking from a slumber and others stretching their limbs in anticipation. Peter, instead, slid his backpack over his shoulders, but a sparkle from outside caught his eye, prompting the stallion to lean over to the window next to his seat. His hooves worked subconsciously, tightening the straps of his backpack, while his eyes widened at the spectacle that quickly rose from the horizon.

Even from a distance, Peter could tell the Empire was condensed, with simple housing and rural village setting, but what stood at the center was the difference between both locales. The Crystal Spire's size was startling, matching that of several buildings in Manehattan, yet its slick, crystal exterior would make many marvel at its beauty and respect its namesake. This truly was the _Crystal _Empire.

A loud hissing sound echoed throughout the vicinity, and the train began to slow to a halt. As he neared the station, Peter stole one final glance at the crystal tower that watched over the Empire before shifting his gaze to the ponies throughout the train. They sat with smiles, oblivious to the danger that waited on the outskirts of their home, and Peter felt a burning sensation build within his chest, cuing a confident smile to form on his face. Once the train came to a complete stop, Peter nodded and trotted out of the opened doors with a simple vow in mind.

He would save everypony, no matter what.

* * *

><p>Cadance paced around the room with a deep sense of worry in her light, violet irises. The dark image within the crystal ball remained still, but its mere existence was enough for the alicorn's nerves to stand on end. Sombra nearly took hold of the Crystal Empire a few months ago, and there was a strong chance he would try again. The inside of her chest tightened, prompting Cadance to approach the crystal ball, only to find the darkness within was spreading. Sombra's remnants were growing stronger, and if he wasn't stopped by the end of the day, the fallen tyrant would be back at full strength.<p>

For the sake of her kingdom and the world, Sombra needed to be stopped here and now.

As if the fates heard her cries, the door to her throne room opened, its creaking echoing across the walls. Cadance turned, first spotting Shining Armor trotting in her direction, and while the mare was happy to see the return of her husband, evident by her welcoming smile, she was practically ecstatic to see the stallion following close behind the prince. Considerably shorter than Shining, by several inches, Peter was quite unassuming with his slim build and slender stature, but Cadance knew better, for this pony was truly the Crystal Empire's greatest hope for survival.

Once the door to the room closed, she greeted her husband back with a brief yet affectionate kiss, following with a respectful bow for Peter. "In the name of the Crystal Empire, I thank you for coming, Spider-Mane," she politely stated.

"It's nothing, but let's save the thanks for later," Peter said, frowning at the black mist that formed inside the crystal ball. "Like after we take care of _that_."

"Good idea," Shining Armor sternly concurred, trotting past both ponies as he approached the table near the center of the room. His horn glowed, causing a scroll to magically levitate across the room. It eventually landed on the table, opening to reveal it was actually a map. The stallion placed his hoof over the landmark that was no doubt the Crystal Empire before tracing it a few inches onto a small, red 'x' symbol. "Our sources last spotted Sombra in an abandoned temple in the snowfield. Cadance has used a suppression spell to keep him from escaping and anypony from entering the temple."

Peter studied the map, taking a moment to share a glance with Cadance. "I guess you'll open it for us when we get there?" She nodded, causing Parker to point at the image within the crystal ball. "So what happens if Mist Master fully recovers? Would you be able to keep him contained?"

"We're not going to _let _him recover," Shining stated, throwing a long, black scarf over to Peter, which he graciously caught. Throwing a thick hat over his head, for the sake of shielding his ears, the prince slid his own scarf around his neck and shot a glare at the crystal ball. "Which is why we can't waste any time. Let's go."

Shaking his head, Peter threw his hoof up defensively. "Wait. There's something I need to ask you." In a swift act of motion, Parker removed his backpack from his shoulder and retrieved the portfolio from the main compartment. The image of the Crystal Heart was easy find, as it was left in front of the documents inside. Shifting his hazel irises to the princess, Peter placed his hoof over this particular photo. "Cadance, is there a way you can make several replicas of this?"

Cadance raised her brow at the suddenness of the question, but she eventually nodded, albeit hesitantly. "I-I can, but they'll be quite small and won't have the same level of power as the original Crystal Heart." A look of curiosity formed on the mare's face. "Why?"

Much to both Cadance and Shining Armor's surprise, Peter's lips curled into a smile. "I have an idea."

* * *

><p>Both stallions traveled through the terrain, although the relentless wind made the journey quite difficult, worsened by the snow that fell in its wake. Shining led the way, wearing his hat, a pair of goggles, and a scarf, but the weather conditions forced him to travel slowly, considering how easy the temple could have been missed. Peter followed closely behind, wearing his Spider-Mane costume along with the scarf Shining provided.<p>

However, instead of his backpack he grew accustomed to carrying, now Peter trotted with a knapsack strapped around his side, but the contents inside were precious, necessary to deal with the danger they steadily approached.

"Spider-Mane!" Shining Armor called out, his voice struggling to breach the noise the wind brought. Fortunately, Peter managed to hear his voice, choosing to close the distance between himself and Shining Armor instead of replying verbally. The taller stallion acknowledged his compatriot with a brief glance. "Hey, I know I've been pretty hard on you since we first met. I just wanted to take a moment to apologize and say thanks."

Usually quick with his mouth, Peter found himself too taken aback by Shining's sudden confession, replying with only a wide-eyed expression. The wind continued to blow, not allowing the awkward silence between both stallions to go noticed. Surprisingly, Shining simply nodded, as if he silently communicated his understanding.

"I know it's out of left field, but I only acted the way I did because I was worried my sister was moving too fast. Just a few months ago, she wasn't interested in anypony in the slightest. Now she's head over hooves in love and will fight everypony that has a problem with it."

Shining stopped in his tracks, using his hoof as a shield against the wind, but he peeked down onto the smaller stallion, his stern, royal blue irises seen clearly behind his dark goggles. However, they softened, matched by the smile his mouth bore.

"But my sister's never been happier or more sure of herself. So I wanted to say I'm sorry for thinking you were untrustworthy and thanks for being there for Twily."

Despite the severe coldness the wind and snow brought, Peter felt a strange hint of warmth build within his chest. It was similar to the sensation he felt the day Ponyville's inhabitants embraced him and the night Princess Luna accepted him as a friend. Even now, the feeling of acceptance was alien to Peter. On Earth, Spider-Man fought, bled, cried, and nearly died for acceptance, but he never received any, despite the countless sacrifices.

Yet, in Equestria, Peter was accepted, embraced, and loved, even if it felt he hadn't earned it personally. Shaking his head, Parker was once again grateful for his mask's design to hide facial features. Otherwise, Shining Armor would have seen him smiling from ear-to-ear.

Clearing his throat, Peter waved his hoof dismissively. "It's nothing. I totally understand where you were coming from. Big brothers look out for their little sisters. I get it." He shrugged. "For what it's worth, I wouldn't have trusted me either."

Shining raised his brow. "Why? Is it because you're an alien from another world?"

"Not really." Peter tapped the side of his head and placed his hoof over the spider insignia on his chest. "I wouldn't trust somepony who dresses like _this_ in his spare time."

The taller stallion's mouth formed a smile with teeth, the Shining Armor equivalent to uncontrollable laughter. While the air around them remained cold, from a physical standpoint, a sense of ease finally took hold, allowing the path of trust to finally open. Slowly and surely, Shining began to understand why everypony held Peter in such a high regard. However, before he could dive further into the subject, his horn glowed suddenly, forcing the stallion to react astutely. He held his hoof out, signaling for Spider-Mane to cease his movements as well.

"Hold on. We've reached the barrier," Shining Armor said, running his hoof against the seemingly-invisible wall.

"How can you tell?" Spider-Mane, uncertain, took a step forward with his hoof extended, and it immediately came into contact with a solid object, erasing all doubts the hero may have had. Brushing the snow from his mane, Peter tilted his head to the side. "Okay. Never mind. How will Cadance know to let us through?"

"Don't worry. She already knows," Shining confidently stated moments before an array of blue energy gathered in the shape of a rectangle, forming a makeshift door.

The spell remained in place, prompting both stallions to gallop through the magical energy. Once within the field, the 'door' disappeared, and due to the containment aura, the wind of the blizzard could no longer be felt. While the temperature inside the force field was still cold enough to contain the snow that fell before the spell was cast, it was certainly more tolerable without the chill of the wind.

Shining nodded. "Let's hurry. I don't know how long Cadance can hold the field."

The path ahead was clear, and the temple was within their sights. Its foundation was aged, evident by the cracked masonry and fragile exterior. The temple's size was respectful, smaller in comparison to Canterlot Castle yet large enough to fill a portion of Ponyville. Despite the blanket of snow covering its body, the jet black details underneath could not be hidden.

Spider-Mane tightened the straps of his knapsack and shook his head disapprovingly. "You know, why is it that the bad guys always choose the darkest, most depressing places to hide out? Doesn't that just scream 'Villains-R-Us'?"

Ignoring his banter, Shining slowly approached the temple with caution in each step, and Spider-Mane followed, shifting his gaze throughout his surroundings. Meanwhile, several black tendrils escaped from the temple, diving into the snow to conceal their whereabouts. As they slid through the frozen terrain, approaching the outsiders, the commanding source stepped from the entrance of the temple. The silver armor he wore was heavy, for each step he took sent small tremors through the ground.

It's wearer was strong, gifted with a bulking physique that matched Shining Armor's. His piercing crimson gaze was venomous along with the fanged smile on his features. Once the being stepped from the shadows, allowing the light of day to give way to his presence, Shining paused, his eyes widening at the black stallion that approached.

"Sombra," he growled, causing Spider-Mane to stumble to a stop.

His smile disappeared, a wicked scowl taking its place. "That's _King_ Sombra, freeloader. What right does a fake prince have to speak down onto his superior?"

Spider-Mane exhaled. "Great. _Another_ bad guy with a superiority complex. Like I haven't seen enough of _those_."

"Sombra. You know why we're here." Shining Armor took a few steps forward, keeping his iron-clad gaze centered on his enemy. "By Equestrian law, you are under arrest for crimes against ponykind. Will you surrender without incident, or will you resist?"

Spider-Mane prepared to join his friend's side, but his senses blared, warning him of an imminent danger. He searched around, tilting his head at the sight of four, small tendrils that surrounded his position. Sombra scoffed before his eyes glowed brightly, causing the tendrils to erupt from the ground. Shining shot back, mouth agape at the danger that surrounded his friend, but once he turned to face Sombra, the black stallion raised his hoof and brought it down, cuing the tendrils to do the same.

That same moment, all four tendrils swelled, increasing in length and girth until they stood nearly five times the height of the average stallion. Spider-Mane sidestepped the first tendril's attack as it slammed viciously into the ground where he previously stood, managing to leapfrog over the second once it lowered for a swipe attempt. Each tendril hissed, as if frustrated with their inability to catch their elusive prey. Glancing off to the side, Spider-Mane galloped through an opening at full speed, but the tendrils followed, ripping through the snow in their pursuit.

Meanwhile, Shining Armor charged after Sombra, his horn glowing brighter as the gap between them narrowed, but with a wicked smile, the black stallion lowered his crimson horn, firing a beam directly for his aggressor. However, Shining retaliated with a magical shot of his own, and both beams met in a collision, canceling each other out with a violent shockwave. The force sent the white stallion flying back through the snow until he skid to a stop, but Sombra remained undeterred, not having budged an inch.

Shining quickly rose back onto his hooves, but one of the four tendrils broke from the group, choosing to attack him instead. Before anypony could react, Spider-Mane flipped high into the air and delivered a powerful spin kick to the tip of the wayward tendril, knocking it to the ground with authority, but before he could land, another reached out, wrapping its way around the tiny stallion. With a crackling whip, it threw Spider-Mane across the vicinity until he eventually crashed into the force field, sending waves of convulsions through the magic trajectory.

Shaking his head, Peter pushed himself from the wall and dove into a free-fall, speeding back into the fray. Shining quickly turned his attention to the trio of tendrils, who eagerly awaited the airborne stallion, and howled as he fired magical shots at their bases. Currents of magic coursed through the creations of darkness, holding them in place long enough for Spider-Mane to land and immediately exact retribution with unyielding hay-makers for each tendrils.

Like fallen oaks, the tendrils fell, causing small tremors with each landing. Sombra's eyes widened, revealing his mild shock, but they instantly fell into a glare, allowing his rage to take form. All four tendrils seeped into the ground, rushing back to join with their commander, and once they surrounded him, each poured through his armor and into his body. The earth shook in response, forcing Shining Armor and Spider-Mane to hold their ground to keep from losing balance. Before long, Sombra slammed his hoof into the land and roared while a black mist exuded from his being.

"Oh, no, you don't!" Spider-Mane exclaimed, reaching into his knapsack with great urgency. The mist surrounding Sombra continued to spread, threatening to consume everything within the force field, but before such a thing could occur, Spider-Mane zipped his knapsack shut and extended his hoof, revealing a small, pink crystal heart in his grasp. "Hey, Sombra! From me, to you! With love!"

Rearing back, Spider-Mane threw the crystal towards the midst of the darkness. Sombra watched the jewel near his position, smiling at the audacity of the young stallion, but Shining stepped forward with his horn glowing brightly, causing the seemingly harmless crystal to explode with an luminous array of light. The smile on Sombra's face dissipated, along with the black mist that manifested from his body. He staggered, prepared to unleash a rebuttal spell, but something was amiss for the black stallion, the light finding a way to repress his dark magic.

"What is the meaning of this?!" Sombra yelled before a hoof suddenly crashed into the side of his face. A glancing blow, but the black stallion attempted to use his magic for a second time, only to fail again. Spider-Mane delivered an uppercut, cracking the underside of Sombra's muzzle. Dazed, the black stallion stumbled, managing to give his attacker a spiteful scowl. "What have you done to me?!"

"It's not what I did. It's what Princess Cadance has done." Spider-Mane took a step backward and lowered his body. "I like to call them 'Mini-Crystal Heart Grenades'. Fill 'em with magic and they explode, releasing a light with the unique magical properties of the Crystal Heart. For anypony pure of heart, it's harmless. For somepony like you, it's the equivalent of a flash bang with the joys of disorientation."

Leaping from the ground, Spider-Mane brought his lower hooves to his chest and thrust them forward, delivering a drop-kick to the center of Sombra's face. The impact generated a shockwave powerful enough to free snow from the ground and into the air. With the velocity of a bullet, the black stallion was launched into the temple, destroying what seemed like several walls in the process, but after a series of echoes, the crashing eventually ceased somewhere within. Spider-Mane landed on his back, but using the strength in his legs, he was able to skip back to a vertical base.

Shining trotted to the entrance of the temple, and much to Peter's surprise, the prince smiled, patting him along the shoulder. "That was good work. It seems your theory was spot on about the crystal's light."

Spider-Mane shook his head before peeking down on the knapsack around his side. "Don't thank me. Thank your wife. She was the one able to recreate these little flash bangs." He patted the bag, more so the contents inside. "Speaking of which, we only have four left. Do you think they'll be enough?"

"Let's hope so." Shining proceeded to travel into the temple, but he paused, turning to wait for his friend. "It's time we finish the job. Are you ready?"

Nodding, Spider-Mane joined Shining's side, and both stallions prepared to face the darkness, not as individuals but allies. Peter smiled underneath his mask. "Time to kick some bad guy booty."

_**To be continued...**_


	30. Remnants of an Evil King, Part II

_**Chapter Thirty "Remnants of an Evil King, Part II"**_

Shining Armor traveled ahead of Spider-Mane through the dark, cold halls of the temple with his horn emitting a light potent enough to reveal the path ahead. At first, following Sombra's trail was easy enough thanks to the destruction he left, such as smashed pillars and shattered masonry, but as they began to reach the lower levels, a keener eye was needed to continue the hunt. Shining slowed to a halt, having reached a hall with three alternate paths. Shifting his gaze and light through each route, the stallion paused once traces of a black mist dissipated through the hall on the furthest right.

"This way," he whispered, proceeding through the hall with quiet steps. The corridor was long, leading to what seemed like an endless, downward spiral of stairs. However, before Shining could continue, he turned around, finding Spider-Mane with his blank, white gaze fixed on something overhead. "What's wrong, Spider-Mane?"

Instead of a replying with words, Peter simply raised his hoof and pointed it at the object that held his interest. Shining raised his brow as he hesitantly joined the smaller stallion's side, and the moment he aimed his light toward the direction Peter faced, his eyes widened at the figure that stood over him. Fortunately, his nerves eased upon realizing the object was a stone statue, but its shape and resemblance were uncanny, leaving room for skepticism on both their parts.

The sharp fangs, soul-piercing eyes, wicked smile, and daunting figure were none other than that of Sombra's, causing Peter to tilt his head to the side.

"What _is_ this place?" Spider-Mane asked, shifting his gaze only to find another statue of Sombra standing behind Shining Armor. Both stallions turned their attention to the hallway on the left, cringing at the sight of multiple statues bearing Sombra's image. Shaking his head, Spider-Mane ran his hoof through his unkempt mane. "This isn't your average, spooky temple. It feels more like a shrine."

"That's actually a pretty accurate guess," Shining replied, directing his light to the light to the ceiling where a flame insignia stood before lowering it to find exact replicas on the floor panels.

To the average pony, this was just a simple symbol, but to Shining Armor and those familiar with the Crystal Empire's history, it was a representation of an evil king's hypnotic gaze. Once the light from his horn dimmed slightly, Shining faced Peter with a stern expression in his royal blue irises.

"Long ago, during Sombra's rule as king, this temple was built in his honor by the locales, but once he began using dark magic, this very place transformed into a shrine where he could freely hone his newly possessed powers. I guess in his spare time, Sombra felt the need to inflate his ego."

Spider-mane shrugged his shoulders. "Can somepony say 'overcompensating'?" He took a moment to analyze the statues, each sculpted with a different pose, but his brow furrowed as his mind picked up traces of a polarizing pattern among the stones. One half shared similarities to the pony they fought moments ago, particularly the venomous glare and sharp fangs, but the other held traits that would classify a loving king, namely a warm smile and calm gaze. "You know, if I didn't know any better, I'd say Sombra just might have been a decent pony once."

Shining approached the statue Peter was referring to and nodded. "History suggested he was _very_ decent. Like I said, the temple was made in his honor _before_ his fall from grace. Sombra was said to be a wise yet kind ruler, who did everything in his power to make certain the Crystal Empire and its inhabitants would flourish."

Pausing, Shining shifted his gaze to a statue that stood directly in front of the one he previously acknowledge, this bearing a resemblance to the present-day Sombra.

"But it was that same drive for power that turned Sombra into what he is today. He desperately wanted power and went through extreme lengths to achieve it. The dark arts indeed made Sombra stronger, but he became selfish, arrogant, merciless, and power-hungry, even going so far to attempt overthrowing both Princess Celestia and Princess Luna. It was in _this _very temple that they used the Elements of Harmony to seal Sombra away, also condemning him to that cursed shadow form you've already read about."

"A classic case of 'power corrupts'. Then I guess there's still hope he'll listen to reason now?" Spider-Mane said, prompting Shining to shake his head disapprovingly. That same moment, he reached into his knapsack and retrieved two of the miniature, crystal hearts inside, offering them to the taller stallion afterward. "Since we know these work, it'll be a good idea for you to hang on to half our ammo. Don't drop it. Remember, we've only got four left."

Without a hint of hesitation, Shining Armor accepted the gift, placing both crystals carefully within his scarf. "Thanks." Both stallions returned to their original route at the descending, spiral stairs, but before they would progress, Shining faced Spider-Mane, not with a stern glare but a warm smile. He extended his hoof. "If we survive this, I'll buy you a drink."

Grinning, Peter accepted the gesture, bumping his hoof against Shining's in a friendly manner. "I tried drinking once. Never again. If you tell Twilight to stop waking me up before seven every morning, that will be even better."

Shining smiled. "You tell Cadance to stop flirting with you, then we have a deal. She doesn't do it on purpose-" He paused, rolling his eyes. "-but I know her signs."

"Seriously?" Spider-Mane hesitantly murmured, perplexed with the idea of a princess flirting with somepony so average.

Unfortunately, without giving them a chance to revel in the moment, a blaring alarm went off in Peter's head, causing the stallion to snap his head in the direction of the disturbance. The statues in the other hall came to life, ripping their hooves free from the ground while others did the same from the walls. Eventually, every statue of Sombra stood in the hall, their previously lifeless, stone eyes now filled to the brim with that malicious black mist.

Shining's brow furrowed at the sorcery before him, and Spider-Mane tilted his head to the side out of curiosity, only to sharply shift his gaze at the thrown spear that missed his head by a few inches. The statues began to trot in their direction,. their speed suddenly increasing from a slow, grouped trot to a heavy, galloping stampede.

Spider-Mane shifted his gaze between the Sombra statues and the descending staircase. "I'm all for surviving, but these guys seem completely against that notion. What do you say, Shining? Fight or flight?"

"Hallway's pretty narrow. Get behind me," Shining quickly retorted, prompting Peter to follow his instruction. Inhaling deeply, he fired beam of concentrated energy at the herd, but a shield formed at the last moment, canceling out Shining's magic before it could connect. He repeated the process, only for the shield to continuously absorb his magic. Shining gritted his teeth and cursed under his breath. "Blast it! There's too much concentrated magic for me to break through with them grouped together. We need to fall back and separate them!"

Shining turned to gallop down the stairs, and Spider-Mane, with a swift kick, smashed the bottom of a stone pillar next to the door, causing its rubble to fall across the path. Once he finally caught up with Shining Armor, the white stallion increased his speed, forcing Peter to do the same.

"According to legend, Sombra used to train in the ritual chamber. It's said to be in the basement. If we're lucky, that's where we should find him!"

Spider-Mane's ears perked as the sound of rumbling echoed from behind, no doubt belonging to their pursuers. "If it's that easy, then he'll be waiting for us!" Fortunately, Peter found a way to remain positive. "I have another idea. That way, we'll be ready for whatever he throws at us!"

"If it's that easy, then he'll be waiting for us!" Spider-Mane's ears perked as the sound of rumbling echoed from behind, no doubt belong to their pursuers. Fortunately, Peter found a way to remain positive. "I have another idea. That way, we'll be ready for whatever he throws at us!"

Before Spider-Mane could go over the details of his devised tactic, the duo reached the bottom of the stairs. However, they skidded to an abrupt halt, finding the entire area filled with dozens more of Sombra's statues, and for a moment they contemplated backtracking through their previous route, but then their pursuers galloped in from the stairs. Suddenly, a black mist rose from the ground and spread across the door, cutting off the only visible escape route. The stone legion quickly spread throughout the room, eventually surrounding both stallions from every possible angle.

Shining's horn glowed with energy as he took a defensive stance. "Looks like Sombra had a plan of his own."

Once the statues charged their position, Spider-Mane let out a derelict groan. "Aw, applesauce."

* * *

><p>Cadance continued to pace throughout the throne room, occasionally taking a moment to observe the activities with the crystal ball. Although Shining Armor and Peter were gone for a few of hours, exhaustion began to talk hold of the alicorn, evident by the dark circles under her eyes. Sombra's power was nearly restored, and it took a great deal of her magic to keep the barrier intact. Unfortunately, due to her weakening state, Cadance could no longer track Shining's movements inside the temple. Not knowing the condition of her husband's health was mentally exhausting in its own right.<p>

Placing her hoof gently against the crystal ball, Cadance closed her eyes and took in slow, winded breaths. "Please, hurry. You two don't have much time..."

* * *

><p>Shining stepped to the side, causing one of the statues to miss in its ramming attempt, and he immediately followed up by blasting the same attacker in the back with a magical bolt. Its explosion spread enough to destroy several others in the vicinity. Leaping through the air, Spider-Mane delivered a diving kick, reducing a statue to rubble, but another rose from behind, attempting to grasp the stallion with opened hooves. However, Spider-Mane ducked at the last moment, spun around with his hoof held high, and slammed it over the stone's head, smashing it to pieces.<p>

Suddenly, an idea came into mind, prompting Spider-Mane to swiftly count the number of enemies in the room, all while dodging any attacks that came in his direction. Once done with the task, he jumped high into the air before landing on the shoulders of one of the statues. Pushing off his weight, Spider-Mane managed to repeat the process several times, bounding from one statue to another, until he reached the center of the swarm.

Two statues attempted to lunge after the stallion, but Spider-Mane reached back, grabbed the nearest enemy by the head, and threw him into his own comrade, shattering both instantly. Before the others could follow suit, Peter extended his hooves and fired strands of webbing onto a pair of statues. He ducked his head, avoiding the grasp of another statue, and quickly retaliated by launching several more strands of webbing, this onto other statues. His hooves moving faster than the eye could see, Spider-Mane latched webbing onto each statue in the room and maintained a sturdy grip on each strand.

Stealing a glance overhead, Peter jumped as high as he could and perched himself on the ceiling, and before the statues could react, Spider-Mane shifted his momentum and swung them into the ceiling, smashing the collection of stones apart. However, he was not done. Not relinquishing his webbing, Peter pulled the weight to his chest, in turn managing to lift the gathering of statues several hoof-lengths from the ground.

Slack-jawed, Shining Armor could not hide his astonishment at the feat of strength, but the white stallion shook his head at a late realization and quickly aimed his horn at the large wad of webbing and enemies who were unable to defend themselves. Gritting his teeth, Shining gathered as much magical energy as he could, and the moment the tip of his horn glowed with a bright light, he rapidly fired countless bolts of energy, reminiscent of a turret. Each beam landed perfectly on a target, destroying every statue upon contact.

Chunks of stone flew off in every direction, and Spider-Mane felt the weight of his strands drastically decrease by the second until he peeked down, finding that only piles of rubble remained of his 'catch'. Just when Peter prepared to drop to the floor, his masked lenses widened at the multiple strands of black mist that rose from the statues' shattered remains, but instead of reforming, they retreated, as if being sucked under the closed door on the other side of the room by a vacuum.

"He's behind that door! Come on!" Shining yelled, galloping after the trail of mist.

Nodding, Spider-Mane followed, freeing himself from the ceiling and falling into a graceful web-swing. He approached the door with great speed, but instead of stopping in any fashion, Peter released his webbing and extended his lower hooves, delivering a kick to the once sound barricade. The stone wall caved in and fell forward, cracking before it eventually crumbled under the force of Spider-Mane's collision.

"Knock, knock!" Peter yelled, raising his hooves high over his head.

Shining entered the room shortly after, stopping by his friend's side. The room was vast, larger than any other in the temple by a large margin, but despite this, Sombra was easy to spot, having taken a seat in the center of the area with his head lowered and his eyes closed. A sword sat by his side, the tip of the blade imbedded in the ground, but the moment Sombra's eyes opened, the blade magically rose, levitating with a a dark aura of corruption, the sickly green, purple, and black energy trailing from its hilt.

Green embers simmered in the corners of his eyes, and tremors coursed throughout the room, forcing both stallions to focus on keeping their balance. Finally, the black mist began to flow from Sombra's body, filling the room with perpetual darkness. Fortunately, Shining was able to react, forming a shield around himself and Peter before the mist could consume them both. The entire vicinity fell into a black void, and effects of the dark magic took center stage, affecting this plane of reality. Shining dropped the shield, and his eyes widened at the drastic change of scenery.

Large pieces of the temple laid scattered around him, distorted, but to make matters worse, everything seemed to be floating in midair, with only darkness keeping them from drifting far. Spider-Mane's reaction was more out of nostalgia than fear. The room's current condition was similar to the distorted area Mysterio created when he acquired the Tablet of Order and Chaos, and just like then, Sombra stood at the center atop a small pillar, his blade still in his magical grasp and four massive tendrils reaching out of his back.

"You will not stop me. The Crystal Empire is _my _kingdom to rule!" Sombra roared, his voice echoing across the airwaves. The sword lowered, pointing directly at the pair on the opposing side. "Stand down and kneel. Or perish by my hoof. What say you?"

Shining huffed. "Stop stalling, you coward! You already know our answer!"

Extending his hoof, Spider-Mane shook his head disapprovingly. "Just surrender, We don't need to drag this out any further." His voice stiffened, taking a deeper, serious tone. "If you truly want to be the leader you once were, then stop what you're doing and join everypony in a time of peace." Spider-Mane brought his hoof down, firmly but not fiercely. "It's never too late to change!"

Shining brought his hoof over Peter's shoulder, all while keeping his steely gaze centered on Sombra. "It's truly commendable what you're trying to do, but it's too late for that. Sombra's only a shadow of who and what he used to be," he whispered, prompting Peter to simply give an affirming nod and take a defensive stance. Shining's horn glowed. "Let's end this so we can go back to our girls."

"You... have the _audacity_ to lecture _me_, child?" Sombra's voice lowered, his disgust readily apparent. Baring his fangs, he centered his venomous gaze on the strangely-garbed pony that spoke so freely to his better. That same moment, Sombra's body faded, melting into the surrounding darkness, but before anypony could react, he appeared just a few hoof-lengths behind Shining and the treacherous underling by his side.

That very instant, the tendrils on Sombra's back wrapped around his body and spun out in a wild lash, creating a whirlwind of black energy that sent both stallions flying in separate directions. "You will suffer a thousandfold for your insolence!"

Shining's body spun violently before it crashed onto the nearest platform, creating a dust cloud upon impact. Spider-Mane launched a strand of webbing in mid-flight, latching it to a nearby column. Once his momentum slowed, Peter flipped from his strand and landed perfectly on all four hooves on a floating piece of rubble.

However, in response to his spider sense, he peeked up and found Sombra directly overhead, or rather his sword falling with malefic intent. Spider-Mane leaped out of harm's way at the last moment, causing Sombra to slice the stone cleanly in half instead of his original target, but the dark being immediately followed up, sending all four of his tendrils at once. Peter's eyes widened underneath his mask.

The outside world seemingly slowed due to his spider sense, but because of his awkward position in midair, he could only watch as the tendrils swarmed from four angles, one from the front, two from each side, and the last from behind. Yet, perhaps out of instinct, his horn glowed in response, not in the usual, crystal white energy but a vibrant, bright yellow color instead. Spider-Mane's body disappeared in a flash of energy matching the color of his horn, causing the tendrils to inadvertently slam into each other. Halfway across the void, Spider-Mane reappeared, screaming as he plummeted into the side of a pillar.

"What the heck? I totally didn't mean to do that," Peter murmured, prying himself from the stone. He looked around, holding his hooves up across his eyes, but his sight landed on the appendage on his forehead, or rather the fact that it continued to glow. "My spider sense... Is my magic tuning in with it? How-?"

A tendril suddenly shot up from underneath Spider-Mane's body, colliding with his midsection. As the wind left his lungs, Peter was launched, smashing through three stone pillars before colliding with a column. A massive dust cloud rose from the impact, but Sombra did not let up, charging with his sword raised high. However, before he could close in on Spider-Mane's position, a crystal heart fell between the two, erupting with a bright of flash of light.

The black mist, as well as the tendrils, retreated from his body, and a disoriented Sombra threw his hooves over his eyes in a futile attempt to shield them. Suddenly, a magical bolt sped through the airwaves, striking Sombra squarely in the back. Howling in pain, he turned around, only to be shot directly in the face. The force knocked Sombra's head back and sent him into plummeting until he crashed on the platform where Shining Armor stood. Malicious intent filled the black stallion's eyes as he forced himself from the ground, but the moment he lunged forward to attack, Shining shot his leg, forcing him enemy to kneel against his will.

Shining continued with the assault, literally pounding Sombra into the ground with countless magical bolts, but a tendril emerged from behind and struck the white stallion across the face, knocking his hat, scarf, and crystal heart from his possession. Shaking the cobwebs from his head, Shining reached out to retrieved the crystal, but the tendril snatched it away, throwing it a few hundred feet across the room until it shattered against a wall. That same moment, a second tendril wrapped around Shining's neck and body, roughly pinning him to the floor.

Sombra stepped forward, holding his sword directly over his enemy's back. "Did you really think you could defeat me with little trinkets? You ignorant fool."

Spider-Mane shot a strand of webbing out, latched it onto the blade, and pulled it from Sombra's grasp before he could attempt to finish Shining Armor off. Leaping from the platform, Peter landed between both stallions, attempting to throw a wide kick at his enemy, but Spider-Mane's attack phased through Sombra's body, like a hoof waving through a puff of smoke. All three tendrils rose and attacked Peter simultaneously, but the fourth remained still, keeping Shining pinned against the floor.

As he cartwheeled, Spider-Mane managed to retrieve one of his crystal hearts. One of the tendrils closed in from the side, but Peter lowered his body almost to the point where he laid flat on the ground and managed to avoid the blow. The second attacked from above, forcing Spider-Mane to leap to the side. However, the third tendril sped through the air as if it had anticipated the stallion's movements, but Peter, using his gifted flexibility, contorted his body at the precise angle and perfectly dodged Sombra's attack.

Unfortunately, due to the speed the maneuver was performed, Spider-Mane lost his knapsack, but he paid it no mind, lunging forward to keep pressure on the black stallion. With a quick yet strong flick of the hoof, Peter tossed his crystal heart in Sombra's direction, and Shining, despite his compromising position, focused his energy, igniting the makeshift weapon. Sombra clutched at his eyes and roared in pain, the light's effect once again stripping his protections away and blinding him. However, before the last of his tendrils could disappear, he lifted Shining Armor from the ground and flung him off to the side, leaving him to fall from a perilous height.

Without so much as a second thought, Spider-Mane dove after Shining, forgetting about Sombra and the only remaining crystal heart. Speeding through the air, Peter caught up to the white stallion. Throwing Shining's large frame over his shoulder, Spider-Mane extended his hoof and fired a strand of webbing to the underside of a platform, using the momentum to swing into a graceful landing on the nearest floating stone. After he laid him down gently, Peter placed his hoof over Shining's shoulder out of concern, but the white stallion shook his head as a look of dismay filled his eyes.

"I'm sorry. You could have finished Sombra, but I-"

Spider-Mane chuckled, cutting off Shining's apology. "Don't worry about it. We can still take him."

Sliding his hoof under his limb, Peter helped his friend from the ground, earning a concerned yet genuine smile in return. However, once an important realization came to mind, he shifted his gaze to the platform Sombra stood on. Despite the distance between their positions, Spider-Mane's ears perked at an ominous sound of shattered glass, knowing the fate of the last miniature crystal heart. Suddenly, large banks of black mist funneled around Sombra's platform, confirming Peter's fear.

"Okay, I have a confession to make," Peter murmured, attempting to ignore the throbs coursing through his cranium. His spider sense was only reacting to the heightened level of danger that was brewing above.

Shining glared at the mist cloud, scoffing once it took the form of a tornado. "I know. Sombra destroyed my crystal heart, too."

Spider-Mane shook his head. "No, not that. It's worse."

"How so?"

"I think I'm pregnant," Spider-Mane suggested inanely, earning a baffled expression from Shining Armor. After an awkward silence occurred between the pair, Peter raised his hoof and nodded. "Oh, and Twilight's the father."

Shaking his head, Shining attempted to make sense of Peter's drabble, but he failed, quickly growing frustrated. "Shut up!"

The tornado grew in diameter as well as strength, managing to suck in nearby columns and pillars. Spider-Mane threw Shining Armor over his shoulder and proceeded to bound from one platform to whatever footing he could find, creating as much distance as possible between himself and the magically-generated storm. After a few moments, the entire structure of the temple gave away, its walls breaking in and succumbing to the tornado's pressure.

Once Spider-Mane landed on the ground, Shining forced himself from Peter's grasp, planted his hooves, and created a small shield around his area, protecting himself, his friend, and what little solid ground remained. Chunks of stone continued to fly into the vortex as it only grew larger and stronger. In the center, a familiar pair of crimson and green eyes emerged, glaring at the two ponies sitting within the shield. Suddenly, a fanged smile appeared underneath, forming the face of Sombra.

"You have limitless potential, little one, but your sentimentality makes you weak!" Sombra roared, his voice reminiscent of the booming sound of thunder. As his eyes glowed ever brighter, Sombra's crimson horn continued to release the black mist, thus adding more strength to the surrounding tornado, and the very foundation of the temple dissolved, leaving the shrine a distant memory and an empty crater. "I am power incarnate! Cower before your king's might! You-!"

Sombra's words fell into his throat at a dumbfounding sight. For reasons unknown, Spider-Mane calmly stepped forward, abandoning the safety of the shield the Crystal Empire's princes held firmly. Even Shining Armor was taken aback by this irrational course of action, evident by his slack-jawed expression. Shifting his blank gaze skyward, Spider-Mane watched as Cadance's barrier walls began to crack, slowly succumbing to Sombra's power, but instead of heeding Shining's commands to fall back into his shield, Peter lowered his body and inhaled deeply, pushing a great deal of his focus into his hooves and legs.

While Sombra's shock remained intact, frustration began to take hold over him. The flames in his eyes grew, nearly reaching the height of his horn. The earth shook, splitting apart in various regions, but despite the ungodly calamity forming around him, Spider-Mane's posture remained steadfast, unyielding to the world that demanded him to do otherwise. As the wind whipped his tail about, Peter slowly directed his gaze to meet Sombra's, silently displaying his defiance.

"Why," Sombra paused, grinding his fangs to the core, "will you not kneel?!"

Spider-Mane snorted, pointing his hoof toward the sky. "Because you're a fool who abuses his powers! Those with power over others have the duty to use it responsibly." Suddenly, to the greatest of his ability, Peter jumped, soaring several meters before the strong winds of the tornado took hold and aided in his flight. Extending his hoof, Spider-Mane fired a strand of webbing onto a store and swiftly pulled himself onto it, flipping to a standing position. "Here I come!"

Sombra's horn glowed, prompting dark, magical energy to envelope several massive chunks of debris and levitate near his position. "You _still_ lecture me?!" In rapid succession, he shot the collection of stones and columns in Spider-Mane's direction. "You are not worthy to speak down to me!"

A large stone was the first to reach its target. Spider-Mane leapfrogged over it, and before a column could collide with his frame, he managed to flip out of its path. As another stone quickly approached, Peter shot a strand of webbing out of both his hooves onto it, and with a swift jerk, he threw himself inches over the obstacle. Suddenly, six pillars hovered nearby, each firing after the stallion like a series of large arrows, but Spider-Mane jumped on the side of the nearest one, sprung onto the next, and repeated the process until he landed on the last.

However, just as he jumped forward, Peter turned around and latched a strand of webbing unto the bottom of the column. Making certain not to sever his line, Spider-Mane faced Sombra and used his free hoof to fire a second strand to the tip of a house-sized boulder. Once the second strand stretched to its limit, it recoiled, sling-shooting the stallion with the speed of a bullet, but Spider-Mane used the added momentum to do the same with the column in his possession, jettisoning it over his shoulder.

The large stone cut through the wind currents, like a knife cutting through butter, and it collided with the crimson horn at the height of the tornado, shattering on impact. Sombra's mouth shot open, unleashing a roar of agony as cracks formed around his horn. In response, the strength of the tornado significantly diminished, causing all of the airborne debris to succumb to the effects of gravity and plummet instantly. The black mist retreated, rushing back into Sombra's body before he, too, fell from the sky.

Fortunately for the corrupt king, Spider-Mane bounded from a stone and tackled the black stallion out of midair, placing his body underneath his at the last moment to lessen the impact of the fall. However, Peter quickly tossed Sombra to the side, flipping back to a vertical base. Well, as vertical as a quadrupedal stance could be, anyway. As Spider-Mane stood over him, seemingly unaffected from the fall he withstood, Sombra gritted his teeth and slammed his eyes shut, trying his best to tune out the pain coursing through his horn. Once again, his intentions were thwarted, and worse yet, a nameless, insignificant nopony actually _hurt_ his better.

Sombra's eyes narrowed on the energy leaking from his horn. "How dare you..." he whispered, slamming his hoof into the ground. Snarling, he aimed his horn at Spider-Mane, determined to blast the cretin to oblivion, but his pain reached a fever-pitch, canceling out his magic before it could manifest. Sombra yelled, attempting to force himself to a standing position, but the strength in his limbs gave out, leaving the proud king to prostrate himself before somepony that should have been in _his_ role. "How _dare _you!"

Once the last of the debris fell from the sky, Shining Armor dropped his shield, trotted over to Peter's side, and shoved the young stallion. "Are you crazy?! What were you thinking?! You could have gotten yourself killed!"

Spider-Mane shook his head. "Sorry about that. Sombra's horn was a big, red target." He shifted his gaze back to the grounded king. "Even though he studied in the dark arts, he's still a unicorn with an obvious weakness: no horn, no magic."

Throbs continued to pulsate through Sombra's cranium, but despite his immense pain, he managed to hold a smile. "It's only a small victory. You have no means to rid my presence. By the time you find one, I will have already recovered, and you do not wish to stand against me again."

"Yeah, you're right. I don't want to fight you again. I'm sure Princess Cadance is exhausted, and honestly, I'm sick of your high and mighty attitude," Spider-Mane firmly stated, shifting his balance so that he stood upright on two hooves. Tracing a hoof along his midsection, Peter pulled the upper portion of his costume up, revealing some of his stomach. Sombra's brow furrowed at Spider-Mane's strange actions, but his eyes grew wide as saucers once the stallion retrieved a miniature crystal heart from a hidden pocket within his costume. "So I think it's high time somepony put you in time-out!"

Shaking his head in disbelief, Sombra could only watch helplessly as Spider-Mane approached him with the crystal. "How is that possible? You said you only possessed four of those accursed gems!"

"So you _were_ eavesdropping. In my line of work, it's always a good idea to have a backup plan just in case things go south," Peter stated, stopping once he was only inches away from Sombra. "The moment I saw the crystal hearts worked, I figured you would devise a way to rid us of our supply. I didn't tell Shining, but we actually had five crystal hearts left when I told him we had only four. I guess you can say I wanted a little insurance."

Shining closed his eyes and smirked. "So _that_ was your plan. You crafty dog."

Sombra lowered his head, hiding his shame from the one who bested him in every way imaginable. To make matters worse, without his magic, there was no way he could resist. Somepony so young with this much potential had the credentials the be one of the greatest warriors in existence, using not only strength and skill, but wit to outmatch his opponent. Hesitantly, Sombra raised his head to meet with Spider-Mane's gaze and eventually gave the young stallion a respectful nod.

"So... what will you do?" Sombra calmly asked, in full defeat, still unable to force himself from the ground.

"It depends on your choice," Spider-Mane stated, sharing a glance with Shining Armor. Once the white stallion gave him an affirming nod, Peter turned back to Sombra. "You can either come back willingly with us to stand trial, or we can put you down here and now." Shaking his head, Spider-Mane voice fell to a desolate tone. "Please, it's not too late for you to change."

Scoffing, Sombra spat at the ground. "Save your pity. I'll gladly accept my defeat by your hooves, but I'd rather die than grovel before the wretched masses."

Spider-Mane's head fell in a saddened slump. "...okay. I guess I understand. Are you sure?"

"Finish what you started. I have no regrets," Sombra firmly stated, shifting his glare to Shining. "Well?"

Once Shining Armor's horn began to glow, the crystal heart mirrored its intensity, but instead of exploding in a ball of light, it hovered directly over Sombra's prone frame and maintained that position, spinning gently. The black stallion's body slowly began dissolving, like grains of sands at the mercy of the wind, and his presence seeped into the crystal,as if the heart was absorbing him. Slowly but surely, Sombra's form became transparent, continuing to fade into the crystal, which steadily darkened to black.

"The crystal heart replicas work in another way, too," Spider-Mane said, bringing Sombra's gaze in his direction. "Shift the properties at the right polarity, and the light of the crystal heart can be used to seal away evil." He paused, pointing his hoof at the damaged appendage over Sombra's forehead. "Which is also why I targeted your horn and disabled your magic. It gives us time to seal you away long enough for Princess Celestia to find a stronger means to keep you imprisoned."

Sombra huffed, disgusted with his fate. "Well played, young one." The last of his physical being disappeared from sight, but the sound of his voice could still be heard clearly. "You are a worthy adversary, but when I am free, do not think that means I will not make you suffer in ways you can only imagine." Sombra completely vanished into the crystal heart, prompting the jewel to transform into a shade of jet-black, but within its reflective surface, his crimson gaze appeared, glaring intently at Spider-Mane. It eventually faded away but not before giving one final word of warning. "We... will meet again."

Finally, Sombra's voice grew mute, and his eyes closed, allowing his presence to completely fade into the crystal. Spider-Mane reached out, grasping the jewel before it could fall to the ground. Shining Armor placed his hoof on the young stallion's shoulder, giving him the warmest smile he could muster, and Peter simply nodded, shifting his gaze back to the crystal heart. Deep down, Parker knew there was a chance Sombra's final words would come true, but he accepted it, knowing Spider-Mane would be there to stop him again.

* * *

><p><em>Twenty-Two Days Remain<em>

Peter stood with his gaze fixed on the marble floor of Canterlot Castle. The moment he and Shining Armor returned to the Crystal Empire, Peter decided to immediately take the next available train for Canterlot, figuring it was best to deliver Sombra to Princess Celestia as soon as possible, but deep down, it was an excuse to miss the city-wide celebration Cadance had planned to throw in Spider-Mane's honor.

Considering Cadance was suffering from a hangover, due to her excessive use of magic, it was better for the princess to follow her husband's advice and rest for the evening. While Peter was grateful for the appreciation the Equestrians showed him, it was clear he still had no idea how the gracefully accept that feeling, considering how long he dealt with the exact opposite treatment on Earth.

Having already given the crystal heart containing Sombra to Princess Celestia, Peter bided his time while she took the needed precautions to ensure the corrupted king's imprisonment was firm but fair. Peter shook his head and smiled. By the end of the day, everypony was saved, the villain was in custody, and Twilight's big brother finally gave his sister's stallion a golden seal of approval. Although life had a horrible tendency to kick him while he was down, Peter couldn't help but feel happy with his accomplishments for the day.

"Peter," Princess Celestia called out, freeing the stallion from his daydream. "I can not thank you enough for your heroism." Once a few hoof-lengths away, she paused and bowed her head out of respect. "Truly a job well done."

Scratching the back of his head, Peter chuckled nervously. "It's nothing, really! I'm just happy to help." Shrugging his shoulders, the stallion regained his composure. "Did you have any problems with Sombra?"

Princess Celestia shook her head, maintaining a warm smile on her face. "None whatsoever. Luna is transferring him to a covert facility for a chance of rehabilitation. Since you destroyed his horn, Sombra has no means with which to use his dark magic. Trust me. He'll be quiet." Her violet irises shifted to the right, widening for a moment, and Celestia's smile only grew in response. "There's another matter I need to address. Peter, it's time you meet Equestria's newest princess! She's quite eager to meet you."

"Another princess?" Peter asked, tilting his head to the side before laughing self-deprecatingly. "I'm honored, but why would she want to meet with-?"

"Peter!" A feminine voice called out from across the room, interrupting the stallion's question.

However, it was a voice Peter knew too well, its sweet tone impossible to forget. He slowly turned around, only for a pair of hooves to wrap around his neck that same moment, but his instincts kicked in, prompting the stallion to return the embrace in full. The side of the mare's head, particularly her violet mane, brushed against Peter's cheek, and her fresh scent filled his senses, reminding him of the crisp atmosphere of Ponyville. Slowly, both ponies pulled away to share a glance with each other, hazel irises meeting with violet orbs, before their lips synced, locking passionately.

Her air depleted, the mare hesitantly broke the kiss, but her hooves remained intertwined around her stallion's neck. "I'm sorry I couldn't see you out!" Twilight's voice dropped to a whisper, her lips quivering as she struggled to express herself. "When I heard you went after Sombra, I... I..." She placed her forehead against his, giggling at the hint of contact her horn felt as it graced along the side of her stallion's. "I was so worried. I'm happy to see you're safe."

"I'm just happy to see you, period," Peter replied honestly, pressing his lips against his girlfriend's muzzle.

A giddy sensation coursed through her body. Chills tingled across her spine, and Twilight felt her mind grow fuzzy. As she melted into this act of affection, something sprung to life from the mare's back, raising several inches from her body. Peter eyes shot open at the bizarre sight, and he stumbled back, nearly losing his balance in the process. "Twilight! You have-!"

Twilight's cheeks flushed to a shade of pink. She turned, smiling sheepishly at her bodily change. "Wings? Yes. Princess Celestia gave me the push I needed to finalize the spell that gave me these. So I'm still getting used to them myself."

Peter's eyes widened. The answer was standing before him, but his mind struggled to register the facts. "Then, the new princess is...?"

Reaching down, Twilight placed both of her hooves over one of Peter's and smiled sweetly. "...me."


	31. Royal Status

_**Chapter Thirty-One "Royal Status"**_

_**Twenty-Two Days Remain**_

On the roof of the castle, Peter stood with his gaze fixed on the golden city of Canterlot, pausing to stretch in the cool night air, and he winced as his limbs protested against the sudden movement. The young stallion looked across the rolling hills surrounding the mountain, their silhouette darker than the star-pattered sky above. The battle with Sombra was rough, but Peter didn't think twice about it, knowing he had dealt with worse in the past. Right now, his mind was centered on the mare nuzzled by his side, their hooves remaining intertwined as they took in the sight together.

"So, a princess, huh? That's pretty amazing," Peter whispered, shaking his head in disbelief. "I can't even leave for a day without something happening." He reared over and planted a kiss on top of the mare's head. "But I'm still proud of you. Congratulations, Twi'."

Twilight smiled appreciatively, caressing her stallion's hoof. "Thank you, but I still wish you could have been there to see it." She hesitated for a moment before shaking her head sadly. The darkness around the horizon served as a reminder to what could have happened to her brother and lover. "I'm just happy that you came back safely... and I'm grateful. Thanks for protecting my big brother."

A brief expression passed across Peter's features as he nodded. To Twilight, it looked like relief. "Yeah, well, I'm glad I was able to. I'd rather not fail like that again." The latter part of his statement was nearly inaudible, but Twilight heard it clearly, evident by the sad, strained smile she bore. Peter returned her smile, feeling a large amount of compassion from the mare; after all, she knew what he was alluding to. Feeling too much attention was being focused on him, the stallion forcefully cleared his throat and nervously chuckled at the sight of Twilight's wings. "So when's the coronation?"

"Four days from tonight," she replied nearly too quickly, the information still fresh in her memory banks. "I'll have to stay in Canterlot to have my dress properly fitted until then. Not to mention, I'll be starting my princess training soon. It gives me time to rifle through the Canterlot archives to familiarize myself with Equestria's politics and history."

Peter glanced off to the side as a gust of wind tore through his unkempt mane."Sounds like you'll be busy."

Twilight, as if sensing his uncertainty, placed her hoof over his shoulder. "Nothing's changed between us, Peter. My home is still in Ponyville. We'll just have to adjust to my schedule in the meantime." Her voice grew surprisingly fragile in the quiet air, and she offered him a closed-eyed smile. "So you'll be there for my coronation? I'd love it if you were there."

A ghost of a sad smile hovered over Peter's mouth. "Yeah, I'll be there, but I don't think I'm fit to-" He trailed off, catching the glare Twilight threw his way out of the corner of his eye. Chuckling sheepishly, Peter attempted to mask his desolate tone and scratched the back of his head. "I mean, you're royalty. I'm a bit too common to-" Sensing that her glare remained intact, the stallion sighed and nodded. "I'll be there. I promise."

Her glare softened into aggravated concern. "You really need to stop thinking like that," she said after a few moments. Even now, Peter still had a tendency to sell himself short. Twilight smiled, taking one of his hooves with two of her own and kissing the top of it gently. "It's been a long day for both of us. Go home and rest, okay?" She reached out and brushed her hoof against her stallion's cheek. "Will you... come see me tomorrow night?"

Peter lingered for a moment, staring at the mare, but he caved in, tuning out the negative thoughts brewing in his mind for the moment. He reared down and pressed his lips against Twilight's. Though the moment was brief, lasting only a couple of seconds, it was certainly enough to speak on his behalf.

He smiled. "Yeah, I'll see you then."

Peter flipped over the railing and into a freefall, but with the utmost grace, he landed perfectly a few hoof-lengths from Princess Luna, who simply shook her head at the stunt. The stallion waved a simple, sad farewell, prompting his girlfriend to mimic him. That same moment, Princess Luna and Peter disappeared in a bright flash of energy, no doubt teleporting for Ponyville. Yet, Twilight did not wish to see Peter leave. Her eyes suddenly hurt, a strong temptation to cry rising, but the alicorn shook her head, knowing she would see Peter again.

"I don't want to lose him," she sniffed, rubbing her hoof over her aching eyes.

As Twilight made her back within the castle, Princess Celestia watched from the other side of the room with a furrowed brow. She resisted the urge to confront her student immediately. That would have to wait until tomorrow.

_**Twenty-One Days Remain**_

For the first time in quite a while, things were going well for Peter Parker. Apparently his talk with the shade of Uncle Ben helped quite a bit; his superpowers were fully restored, and as a result, Spider-Mane was able to defeat one of Equestria's most feared entities in King Sombra. News of this feat quickly spread throughout the world, including Ponyville, which speculation announced was Spider-Mane's residence. Banners and flags were scattered across the village to honor the masked hero, and based off what newspaper articles said, the Crystal Empire was going to build a Spider-Mane statue near the center of their city to show their appreciation.

"So why am I so bummed out?" Peter murmured as he trotted aimlessly throughout the village, only to immediately spot the answer to his question on the front page of a different newspaper. A photo of a mare stood on the front page with a bright smile on her face and large, golden crown over her head. The article underneath the picture read _'From student to princess: Twilight Sparkle'_. While it was fantastic news to most, it was a miserable reminder of the social order for Peter. He sadly shook his head and continued his downtrodden trot. "Oh, right. That's why."

All of his fears were coming to fruition. It was something Peter knew would happen, and it was what had prevented him confessing his love for Twilight for a while. In Equestria, Twilight had been deemed a prodigy since early foalhood. It was obvious, as Princess Celestia's star pupil and apprentice, that she would achieve the greatest of successes. Restoring the lost powers to the Elements of Harmony, freeing Princess Luna from Nightmare Moon's grasp, and defeating the Spirit of Chaos were awe-inspiring feats in their own right.

Yet, they paled in comparison to Twilight solving an ancient riddle, transforming into an alicorn, and becoming Equestria's newest princess, all at the tender age of eighteen.

She was the epitome of success. That was a fact. However, the same could not be said about her stallion. Granted, Spider-Mane managed to earn a share of victories in his time in Equestria. He prevented a dragon from leveling Ponyville twice, saved Zecora from a Hydra, put forth a valiant effort against one of the world's finest fliers in a race, defeated King Sombra, and earned the title of 'Equestria's greatest hero' at the young age of nineteen. In a sense, it was perfect match: the princess and the hero.

However, Twilight, or rather Princess Sparkle, wasn't dating Spider-Mane.

_'Instead, she's dating me. The utterly, below average, Peter Pony Parker,'_ the young stallion inwardly groaned, finding his irritation grow for every image of Spider-Mane and Princess Sparkle he spotted. Peter paused, frowning at his tone. It wasn't that he hated his girlfriend's success or held jealousy towards it. Quite the opposite, really. Peter was highly proud of his lover's merits, but the same couldn't be said for his own, which were pathetic to even mention. _'I mean, I'm jobless __**and**__ homeless. If it wasn't for Twilight, I wouldn't be able to sustain a livelihood.'_

Peter rolled his eyes, a late realization coming to mind as he took in the sight of the different marks on the flanks around him. _'Not to mention, I'm talentless,'_ he added, stealing a glance of his blank flank, _'and probably one of the only adult ponies in the world without a cutie mark.'_ His point made, Peter looked to the ground with a hint of sadness in his eyes. _'Somehow, that magnificent girl wound up with a loser like me. How is that fair? I spent so much time trying to fix my life as Spider-Mane that I __completely forgot about... me.'_

The stallion scoffed harshly at a thought. _'As if anything Peter Parker does is comparable to Twilight Sparkle, Spider-Mane, or anypony worthwhile.'_ A pair of silver-maned twin mares walked by Peter, both wearing different colored shirts with Spider-Mane's face at the center, and Parker could only sigh inwardly. _'Is Spider-Mane all I really am here? Does Peter Parker have a purpose? And,'_ Peter droned on, struggling to keep his nerve, _'...what's Peter Parker to a princess? Nothing.'_

Sighing, Peter shook his head. The visual reminders scattered throughout the village were not helping his mindset, serving only to agitate the stallion to no end. He needed to be alone, not wanting to drag is friends down to join in his self-loathing. Fortunately, Peter had the perfect locale in mind, a place he always eluded to in desperate times for peace. Slowly but surely, the stallion followed along the trail leading to the outskirts of Ponyville, unaware of the pair of violet irises that watched his movements carefully from a safe distance.

* * *

><p>Within the walls of Canterlot Castle, there was a young mare in the middle of the throne room. Just yesterday, Princess Celestia deemed her student a princess, something Twilight never imagined would happen, but it did, leaving a feeling of disbelief to linger within the newly-transformed alicorn's chest. She waited for Princess Celestia to return, as her teacher stated she needed to attend a small matter. While her home was still the treebrary in Ponyville, it was agreed that Twilight would spend some time in Canterlot to learn about her princess duties, alicorn powers, and exactly what lay in her future.<p>

"What could be keeping Princess Celestia?" she asked, tracing one of her hooves along the other.

So much had happened in the span of a few days, and despite it all, Peter seemed to have been at the forefront of her mind the entire time. Even after being told by her role model that she would become a princess, Twilight was more concerned for her stallion's well being. The mare's eyes widened at a belated realization. Perhaps _that _was the reason for Princess Celestia's departure.

Placing her hoof over mouth, Twilight's brow lowered with concern. "I hope I didn't do anything to upset her."

The door to the throne room slowly opened, allowing Princess Celestia to gracefully enter, but before Twilight could react, it promptly shut tight, preventing anypony from entering unannounced. The smaller mare's eyes quickly fell to the ground. Even now, Twilight could not help but feel intimidated by her teacher. Celestia steadily closed the gap between herself and her student, all while keeping her bright violet gaze fixed on her target. Once only a few hoof-lengths apart, Twilight forced her gaze from the ground to meet with Celestia's, albeit with considerable effort.

"Twilight, we have never had the opportunity to talk about your relationship with Peter," Princess Celestia softly stated before closing her eyes. "After last night, I believe we need to address it."

Frowning, Twilight simply nodded. "Yes, ma'am."

* * *

><p>Peter lay on his back along the bank of the lake in the Whitetail Woods. The area was quiet, the only sounds to be heard being the trees' leaves rustling against the wind or the occasional chirping of nearby birds. While the Whitetail Woods were peaceful and a gorgeous sight to take in, ponies usually avoided the area, saving a visit for special events such as festivals, birthday parties, or the Running of the Leaves. Peter forced himself from the ground and into a sitting position, scooping a rock up with his hoof.<p>

Unfortunately, the surrounding tranquility could not ease his frustration.

_'I still can't believe it. Twilight's a princess!'_ Peter's mind grumbled, and the stallion gritted his teeth in anger. _'And here I am still not doing anything with my life!'_ With a flick of his hoof, Parker tossed the pebble across the lake, unaware of the force he put behind the throw. It skipped across the water nearly a dozen times before reaching the other side of the lake and embedding itself deep within the opposite bank. Exhaling harshly, Peter pulled his legs to his chest, folded his hooves over them, and allowed his head to rest on top. _'Twilight deserves better than this. What can I possibly give her now that the world is her oyster?'_

"So this is where you've been sulking," a feminine voice haughtily declared from behind, causing Peter to raise his head slightly, although he remained in his sitting position. A blue unicorn brushed her silver-blue mane back with her hoof before taking a seat next to the stallion along the bank, and with a bemused gleam in her violet irises, the mare shook her head. "Trixie is quite surprised with you, Parker. I sooner expected you to be on a rooftop than here."

Peter stared at the mare for several moments, but he shifted his head back into his hooves. "What do you want, Trixie?" he asked apprehensively. "And how did you find me?"

Trixie waved her hoof dismissively, paying the stallion's repellant tone no mind. "I have simply come to talk. Quite frankly, you've been quiet since your return from the Crystal Empire. Considering you blither as much as that confounded Pinkie Pie, I nearly thought of this as a blessing, but it's become painfully obvious to me that you're depressed about something." Turning her head away, Trixie huffed. "To answer your other question, I've been following you since this morning."

"I thought you lost all reason to stalk me since we started living together," Peter spat, turning to glare at the mare. "Anyway, I'm fine. Now get lost."

"You are such a charmer sometimes, Parker," Trixie nonchalantly replied. Before Peter knew it, she moved away. The stallion sighed inwardly, relieved that he finally chased away his company. Unfortunately, it was a faint hope. As a matter of fact, Trixie appeared on his other side, taking a seat much closer to his position until their tails fell over each other. The mare playfully placed her hoof over Peter's shoulder. "So what has you so down?"

Peter continued to hold his glare in place, but he failed to keep it fixed on Trixie, shifting it to the lake instead. "None of your business."

Regretfully, it failed to affect the mare. "Hey." Her tone softened considerably. "That's not fair. I opened up to you when I was upset. It's only fair you let somepony help you for a change."

The train-ride to Manehattan. The night she poured her soul out to him. Trixie hadn't forgotten, and unfortunately, in this case, neither had Peter.

"_Is this about what happened with the Ursa thingy?"_

"_An Ursa Minor, you twit. And yes. It is."_

"_You want to talk about it?"_

"_It's a long story..."_

"_It's a longer train ride. I've got time."_

Peter's ears shamefully lowered into his mane. The chains of dread pulled at his spirit. That day was clear, for it was the day Trixie and Peter formed a friendship. While the magician had a knack for being crude, sarcastic, and blunt, there were hints of genuine kindness behind the mare's persona, although it seemed to have been reserved for a only select few ponies. It was certainly progress in Peter's eyes. Before their talk during the trip to Manehattan, Trixie repelled everypony around her with the exception of Peter, but even after that day, the mare made it clear she usually preferred her personal space.

"Peter," Trixie softly called out, prompting the stallion to raise his head from its slumped position. Once she caught sight of her friend's bewildered expression, the mare couldn't help but curse her sentimentality. Never had she actually referred to Parker by his first name. Brushing her hoof against her hot cheek, Trixie cleared her throat before shifting her violet gaze to the bright sky overhead. This was truly a mistake, but she bit her lower lip, knowing what happened when the situation was reversed weeks ago. "What's wrong?"

"_Using what resources I had left, I left town and pursued my goal as a traveling magician."_

"_Did that help any?"_

_"No! It only got worse! No matter what I did, ponies continued to ignore me. The sacrifices I made. It was never enough!"_

_"Trixie… I know exactly what that's like."_

Peter nodded, swallowing. "It's just this whole princess thing with Twilight." He wasn't alone anymore. "She's royalty now, you know, and I'm... not. It's like I'm in a fairy tale. I'm the poor guy who somehow won the heart of the princess," Peter inhaled deeply. "...but I don't deserve to be."

"What makes you think that?" Her voice was still stern but laced with something Peter could place as affection.

He wasn't as quick to respond this, but his lips curled into a bittersweet smile. "Because Twilight is special. She's always succeeding, and it wouldn't seem right for somepony of her caliber to be with a pony who hasn't done _anything_ with his life." A glare formed in Peter's eyes. "And don't bring up Spider-Mane. Yeah, I've done some good as him, but when it comes to Peter Parker, I haven't done squat!" His hoof fell over his forehead. "So that's the problem. I'm happy for Twilight, and I want to be there for her. I guess I'm just worried she'll eventually realize that she can be with somepony worthwhile."

Trixie sat silently for a few moments, allowing her mind to register Peter's confession fully, and the longer she contemplated a response, the more her heart ached with sympathy. Her past and his present were somewhat intertwined, showing similarities to each other, but Trixie bit her lip, hating that she could not give her friend the comfort he needed. The mare huffed outwardly, knowing that was not necessarily true. Trixie's heart knew what needed to be said, but her mind rejected the idea vividly, for she was not a pony known for her sensitivity.

Yet, the memories of that night were vivid and impossible to ignore.

"_Because you're something in my eyes."_

Trixie's eyes softened and a warm smile formed on her face. What right did she have to conceal her feelings from the pony that lifted her from the abyss of loneliness? For once, she would follow her heart, only for the sake of her best friend, but the mare would also heed her mind's advice and not actually tell Peter how strongly she felt for him. Trixie knew she would never hear the end of it, otherwise. Wrapping her hooves around his neck, the mare pulled the stallion into a warm embrace. Peter stammered about in her grasp, unsure of what to make of this sudden act of affection, but as Trixie tightened her grip, he found himself surrendering to the warmth his friend provided.

"You're so stupid," she whispered, her smile remaining intact. "Do you have any idea how wrong you are?"

As Trixie's hoof brushed through his unkempt mane, Peter chuckled. "No, but I'm sure you'll let me know how stupid I am in great detail." Behind her crude, sarcasm was genuine kindness. Again. He already knew that. "You always do."

"I'll give you the short version, idiot," she lightly proclaimed, pulling away enough to make certain her gaze met with Peter's. These feelings were still new to the mare. Her words were simple, but they carried so much meaning (at least to Trixie, they did). Her cheeks grew hot. She hated that such a stupid stallion brought these emotions out of her, but Trixie uncharacteristically grinned widely, knowing she wouldn't change this circumstance for anything in the world. "Peter Parker is precious to Trixie. Spider-Mane just happens to be a consolation prize."

Beads of sweat formed along Trixie's forehead, a sign of her elevating body temperature. Breaking her embrace with Peter, the magician wiped away her sweat with her hoof, cleared her throat, and turned her back to the stallion, all while grumbling incoherently about the astounding heat despite the day being a relatively cool one. A strong sense of giddiness filled her chest, and Trixie found it increasingly difficult to remove her smile from her face. Before Peter could rise from the ground, the mare turned around and waved her hoof dismissively.

Trixie closed her eyes, determined not to lose herself more than she already had. "You may be precious to me, but you mean the world to Twilight Sparkle. If she heard you spewing this complete utter nonsense about you calling yourself worthless, we'll never hear the end of it." Pointing her hoof in the direction of Ponyville, Trixie frowned. "If you acted like a complete bum around her, I want you to go to Canterlot this instant and apologize to her."

In most cases, some would have taken this 'scolding' to heart negatively, but Peter felt it was the perfect pitch of encouragement he desperately needed. "Thanks, Trixie. You're right," Peter answered, placing his hooves behind his back and putting his forward weight on the top of his head, rolling it side to side and stretching his neck. "I'll head for Canterlot right now," he continued, bringing his legs together and kicking off the ground, flipping over his head and landing before the mare. "Thanks, Trixie. I really needed that."

Trixie simply huffed, paying the stallion no mind. "Whatever."

Peter turned sharply, bolting out of the vicinity with renewed vigor. Trixie may not have realized it, but her smile was visible, even from the stallion's angle. Not that she actually minded.

* * *

><p>"Twilight, how much do you cherish your relationship with Peter?" Princess Celestia asked abruptly, without a hint of hesitation.<p>

Twilight stared at her teacher with a surprised look in her eyes, but she quickly sobered, knowing the princess asked a serious question. "It means a lot to me," she replied, pausing to place her hoof over her tightening chest. 'A lot' was certainly an understatement. Twilight felt her mind grow fuzzy. "It means more than I can possibly say." Shaking her head desolately, the mare glanced off to the side. "I never want to lose Peter, Princess Celestia."

Celestia raised her brow. "So you would stay with him no matter what?"

Twilight nodded feverishly. "Yes!" Her emotions poured out, like lava erupting from a volcano, and before she knew it, her mouth began working faster than her mind could control. "I'm sorry. I want to be as good of a princess as you, Princess Celestia, but I also want to be there for Peter. I know it's not professional, but I love him! He's constantly giving up everything for my sake, and I want to do the same for him. Don't make me give him up!" She choked, straining to maintain her nerve. "Please! Just don't make me-!"

Reaching out, Celestia placed her hoof over Twilight's shoulder, interrupting the smaller mare's train of thought. Silence filled the vicinity, adding an uncomfortable sense of dread to Twilight's mind, but much to her surprise, soft laughter escaped from Celestia's mouth. With her brow furrowed, the student pondered what brought this out of her teacher. Removing her hoof from her shoulder, Princess Celestia shook her head and managed to smile warmly.

"I have no intention to split you two up, Twilight. What made you assume I would try such a thing?" Celestia innocently asked, tilting her head to the side.

Her embarrassment evident, Twilight smiled sheepishly, unable to suppress the flush heat filling her features. "I'm sorry, Princess Celestia. I was just," she trailed off, frowning at the scenario her mind and heart wished to avoid, "...worried."

Celestia shook her head. "Don't be. I'm actually proud of your response."

Twilight's befuddlement resurfaced. "Really? Why?"

"Because at times, ponies lose sight of the most important things," Celestia said before continuing. "You've become royalty, but you still want to hold your friends and lover close. Believe it or not, but I've seen many disregard their past without a care in the world. It's heart-breaking, really. The fact that you want to move forward as a princess with Peter tells me that you can be somepony the public can relate to and will respect." She smiled knowingly. "Never lose sight of those closest to you, Twilight."

As if a great weight had been lifted from her shoulders, Twilight felt her entire world brighten with a new sense of life. "Thank you, Princess Celestia! I'll never lose sight of what's really important, I swear!"

Princess Celestia giggled. Her student was practically beaming. "Good. Now there's something I need to tell you. Since you'll be training in Canterlot for a while, I decided to provide Peter with permanent accommodations in the castle so that he can stay here, spend time with you, and perfect his magic as well." Giving her student a wink, Celestia smiled. "I take it you're fine with this?"

"Y-Yes! I mean," she fumbled over her words, unable to contain her excitement. "Princess Celestia! Peter will-?! Thank you so much!" Twilight beamed at Celestia, like a child that had just finished a race in first place; her excitement was such that she had no idea she wasn't making any sense.

"You're welcome," Celestia replied slowly, trying to put together the rough puzzle pieces she was given to work with. "Now I want you two to enjoy each others' company tomorrow."

Twilight nodded, still beaming.

"That means you're off tomorrow," Celestia added, hoping her student would come up with plans for the day.

Twilight stood tall, nodding again and pacing in place. Her grin looked permanent.

"And I think I see Peter downstairs," Celestia giggled, stealing a glance over the railing where the stallion appeared in a flash of light alongside Princess Luna.

At this, Twilight's eyes widened and her smile disappeared, realizing where she was standing. Without throwing a backward glance at Princess Celestia, she bolted out of the room at a speed that would amaze even Rainbow Dash. Celestia stared after her student in amazement. In all their training, she hadn't seen her move at nearly that speed. She shook his head, stood to go close the door before the draft chilled the room, and recovered her tea.

"You won't lose Peter, Twilight..." she muttered to himself, taking a sip and nodding with satisfaction, "not when he's going to become your shining knight soon."


	32. Lunar Landing

_**Chapter Thirty-Two "Lunar Landing"**_

_**Nineteen Days Remain**_

Gathered in the throne room were five of Equestria's top authority figures. They sat at a round table with their gazes fixed on the crystal ball at the center before them. Shining Armor powered the orb with his magic and memories, allowing Princesses Celestia, Luna, Cadance, and Twilight to watch the battle between King Sombra and Spider-Mane in its entirety. This meeting started nearly an hour ago, but it remained discreet, known only by those in attendance.

Sombra's tendril wrapped around Peter's body, lifted him from the ground, and whipped him high into the air until he crashed into the force field surrounding the temple, sending violent tremors coursing through the magical projection. Twilight slammed her eyes shut, cringing sharply at the sight. However, Spider-Mane shrugged off the blow, free-falling back into the fight.

Cadance nodded, biting her lip. "He's so resilient."

Leaping into the air with his legs pulled to his chest, Spider-Mane thrust his lower hooves forward and delivered a vicious double-kick to the side of Sombra's face. The force of the impact sent the black stallion careening through the stone walls of the temple. The image faded, shifting to another point of the battle. With the swiftest of maneuvers, Spider-Mane dodged every attack each statue threw in his direction, but upon reaching the last, the stallion retaliated with an overhead strike, shattering the living rock to pieces.

"Such raw power," Luna declared, unable to suppress her awe within her voice, "and grace to match."

That image dissolved like the one before it, morphing to reveal another moment in the fight. Stunned from the light of the miniature crystal heart, Sombra staggered and fell to a kneeling position, but before Spider-Mane could follow with a counter strike, the black stallion commanded his tendril to lift Shining Armor in its grasp and throw the prince over a perilous drop into the surrounding black void. Peter skidded to a halt, inches from Sombra, and dove over the edge in pursuit of his friend in a free fall.

Wrapping his hooves around the larger stallion's waist, Spider-Mane placed Shining Armor over his shoulder before landing perfectly on the nearest stone platform. Twilight felt her heart skip a beat, prompting the mare to place her hoof over her chest. Though she was asked by Princess Celestia to attend this meeting for professional reasons, the young alicorn wanted to learn what Shining and Peter had dealt with on a personal level.

Her big brother and coltfriend were thrust into severe danger, and Twilight only found out about their situation well after the fact. It frightened her, watching Peter save Shining Armor's life multiple times through the playback. She could have lost her big brother, but Twilight felt a sense of relief. Peter was truly as heroic as she believed. The images within the crystal ball changed once more, revealing the climax of the battle. Twilight's eyes widened as Spider-Mane dove into the tornado Sombra generated, dodging every obstacle that came his way.

Inhaling deeply, Twilight edged closer to the crystal ball, resisting the urge to strangle the image of her coltfriend. "That's... That's just so... so reckless!"

Finally, the finale of the battle appeared within the crystal ball. After striking Sombra down soundly with a stone column, Spider-Mane offered the dark entity mercy. Luna's, Cadance's, and Twilight's mouths fell agape at the gesture, but Princess Celestia merely closed her eyes and lowered her head. Surprisingly, Sombra, while declining Spider-Mane's offer of mercy, yielded and respectfully acknowledged the younger stallion's strength. Once Sombra's dark essence vanished into the crystal heart in Peter's grasp, the projection ended, wiping away all images from within the crystal ball.

"He has a pure heart and noble spirit. Hard to believe Peter's only a year older than Twilight," Shining Armor said, the magic fading from his horn.

Princess Celestia nodded, opening her bright violet irises. "I believe Peter has the perfect credentials in which we seek." Sharing a glance with her younger sister, who gave an affirming nod, Celestia promptly stood from the round table. "I believe it is time we test him further."

"But Princess Celestia!" Shining blurted out, shaking his head disapprovingly. Once aware he'd actually yelled, the stallion nervously placed his hoof over his mouth and cleared his throat. "With all due respect, I believe this trial may be too much. Peter surely doesn't stand a chance against-!"

"Have you forgotten, Shining Armor?" Luna started, standing decisively from her seat. "It took the combined might of my sister and I to take down Sombra _while wielding the full power of the Elements of Harmony_, and Peter did it on his own. I _know_ he's ready." Closing her eyes, the alicorn of the moon turned sharply on her hoof and proceeded to make her way for the exit. "Send the guards to fetch him, Shining Armor. Inform the entire guard not to interfere, and instruct them to gather witnesses as well. I shall be waiting in the courtyard."

Before anypony could respond, Luna disappeared in a bright, flash of light. Slack-jawed, Shining turned to the other princesses in the room, namely his wife and sister, in the room, but they simply nodded, deciding to follow Luna, albeit more sedately.

"Are you two going to let this happen?" Shining asked, holding his hoof out. "Peter will get crushed!"

Cadance placed her hoof over her husband's. "From what we just saw, I believe Peter's chances are better than we realized."

Exhaling, the white stallion faced his sister. "Twilight! Say something!"

Twilight simply nodded. "I have faith in Peter."

Shining rolled his eyes. "You're just saying that because you love him."

Taken aback, Twilight's cheeks flushed to a shade of pink. "No, I'm not!" She glanced off to the side. "Well, yes. I actually am. Partly, anyway." Twilight pointed her hoof accusingly at the stallion's muzzle. "It's called 'being supportive!' Maybe you should try it?"

Hopeless. These girls were completely hopeless. Shining wondered what effect Peter had on others to earn such faith from the mares around him, but with a shrug of the shoulders, the prince yielded, knowing an argument was fruitless, especially with wife and sister joined together.

"Understood. I'll... notify the guards to escort Peter to the courtyard," he hesitantly said, breaking away from the group. "I'll rendezvous with you shortly."

Princess Celestia raised her hoof and placed it over her beloved student's shoulder. "Best if you gather your friends. They'll no doubt want to see how things unfold." The diarch of the day's eyes widened at a late realization. "Where did you leave the Cutie Mark Crusaders? I'm fairly sure I've received more damage reports instigated by those fillies than any foals in the history of Equestria." Sighing, Princess Celestia rolled her eyes. "Please tell me they're somewhere secluded in the castle?"

Twilight giggled nervously, understanding her teacher's paranoia. "I entrusted Honed Edge with watching the girls, but I wouldn't be surprised if they were somewhere near Peter." Glancing off to the side, she hesitated, frowning at a realization. "Then again, if Peter is still in the archives, then I doubt they'll want to stay around him for long."

* * *

><p>"This place sure is big!" Babs Seed blurted out, her voice echoing throughout the hallway. The crimson-maned foal followed closely behind her group, pausing to take in as many sights as possible. "Thanks again for letting me come along. I always wanted to see what the castle was like on the inside!"<p>

Scootaloo waved her hoof dismissively, grinning. "No problem, Babs. Princess Luna is our friend, and she told us we could come by anytime!" She trotted ahead, spreading the gap between herself and the others until she reached a large, double door. Tilting her head to the side, Scootaloo raised her brow. "What's in this room?"

Babs Seed quickly joined her side, and Sweetie Belle followed shortly after, skipping to their position. All three fillies stared at the door questioningly before shifting their gaze to their armor-clad guide, who was slow to catch up. Even further behind, with her bright, orange gaze fixed on the ground was Applebloom, who had remained unusually quiet for the duration of the day. Her mind raced, attempting to hold back the information she'd uncovered weeks ago, but the foal's chest ached, her heart struggling to hold it in for much longer.

There was only one pony Applebloom wanted to talk to in all of the world, but it was nearly impossible to do so alone due to countless circumstances. Yet, the filly remained patient, knowing her chance would arrive sooner or later.

_'I'd take 'sooner' over 'later', any day,' _Applebloom grumbled inwardly, irritated with the situation.

"Equestria to Applebloom," Honed Edge repeated, this time louder than the last. Applebloom shook her head, snapping herself back to reality. Once the yellow foal forced herself to smile, the heavily armored stallion opened the door, revealing a room with innumerable bookshelves scattered throughout the vicinity. "This is the archives room, where Princess Celestia and Princess Luna keep the most important books regarding Equestria's history." Three of the foals stared at the guard with mild befuddlement, prompting Honed Edge to exhale. "It's their personal library."

Honed Edge sighed inwardly. He knew why Princess Twilight chose him for the task of watching the little ones. Being the oldest out of a household of sisters, Honed Edge was always great with fillies, but he was asked to watch the Crusaders on the grounds that Pinkie Pie's short attention span would be problematic, especially when the castle was filled with priceless valuable. Honed Edge gulped. Valuables Princess Luna would be most upset over should something happen to them. But the guard felt more comfortable with her visible anger than Princess Celestia's silent disappointment.

Nopony in the castle wanted to disappoint their beloved ruler. At least, Honed Edge didn't. Those despondent, guilt-inducing eyes of the ruler of the sun could be worse than Princess Luna's most tempestuous fury. She didn't even have to say anything. Edge practically felt guilty just thinking about it.

So far, Honed Edge had managed to distract the foals with tales of his job. He made sure to tell them the fun facts, not the gory ones. That sufficed for the most part, but the girls were curious about _everything_. They asked about the job, the castle, what was forbidden, what Princess Luna did in her spare time (nopony knew that answer, really), and what Honed Edge did in his spare time, when he wasn't fulfilling his duties as a Canterlot Guard. Even then, he had to avoid the exact details, as the girls were far too young to hear some of that stuff. For now, he hoped the library would brighten their erratic minds.

Babs Seed and Sweetie Belle shared an equal look of amazement, concurring with eager nods respectively, but Scootaloo was not impressed, evident by her exasperated expression and frustrated groan.

"Why would you show us a library? That's _so _boring!" Scootaloo exhaled, rolling her eyes and folding her hooves.

Honed Edge, taken aback, chuckled nervously. "Hey, now! It never hurts to read. It can be fun and enlightening at the same time!" Reaching over, the stallion pulled a book from the closest shelf. He held it out for the girls to see. The cover revealed a black-maned, violet-eyed mare swinging on a vine, smirking as she avoided snakes and griffins. "Did you know Princess Luna is a fan of Daring Do?"

Scootaloo remained stone-faced, undeterred by the guard's enthusiasm, and the only other two foals who were paying attention stared at the stallion, their large, glossy befuddled gazes not helping smooth away the awkwardness of the situation. Desperate for an outlet, Honed Edge's eyes frantically shifted across the room, widening once they spotted something of interest at the table on the far side of the area.

"You should follow that pony's example!" Honed Edge said, pointing at the stallion. "He seems to find reading fun!"

Although the pony's back was turned and his attention remained resolutely fixed on the book in his hooves, the girls were quick to recognize his unkempt, acorn-colored mane, matching tail, and blank flank. Their expressions brightened, sparkles gleaming in their eyes and smiles growing from ear-to-ear. Sweetie Belle bounced in place, small spurts of crackling energy escaping from her horn with each leap, and within seconds she bolted across the room with her hooves extended and cheeks burning to a shade of crimson.

"Peter!" the tiny unicorn squeaked, cuing the other Crusaders to follow her lead.

Applebloom's ears perked at the name, and once the filly found the pony it alluded to, a faint smile formed on her face. She politely trotted past Honed Edge, joining her friends in the archives.

"Peter?" she called out quietly, her earth pony intuition sensing a golden opportunity approaching.

Despite all of this, Peter remained oblivious, his sight not having left the scrolls of text in his grasp. "Fascinating," he mumbled. "The crystals in the catacombs under Canterlot have the ability to repel magic. It seems only a precise frequency of magical energy can cancel out the crystal's effect, but it's size can vary and alter the outcome." Peter smiled as he felt the cogs in his brain turning. "I'd love to take a sample of these crystals and analyze them further so I can-" A small, familiar tingle coursed through the stallion's cranium, interrupting his train of thought. Peter slowly turned, preparing to see what triggered his sixth sense for danger. "What-?"

That same moment, Sweetie Belle dove into Peter, wrapping her hooves around his neck, but the force of the impact was minimal, failing to even free the book from the stallion's grasp. Stealing a glance at the bright lavender mane, Peter used one hoof to return Sweetie Belle's embrace, and once Babs Seed was inches from his position with a welcoming smile on her freckled face, the stallion placed his book down and patted the foal over the head affectionately. Babs giggled in response, earning a cheeky grin from Peter in return.

As annoying as the Crusaders were at times, it was impossible for Peter to not love the girls immensely.

"Crusaders! I almost forgot you girls were at the castle," Peter said, instinctively sliding his hoof under Sweetie Belle's flank to support her weight. The stallion rolled his eyes but managed to smile. This had grown to become a normal interaction between the two. Scootaloo joined the others, choosing to keep her distance as she wasn't the touchy type, and Applebloom quietly made her way behind Babs Seed, maintaining her silence. Peter raised his brow as a thought occurred. "What made you girls come to the library? Are you going to join me for some recreational reading?"

Before Babs and Sweetie could hope to respond, Scootaloo shook her head madly. "No way! In fact, we were just leaving!" With strained effort, the young pegasus managed to pry Sweetie free from Peter's neck, much to the lavender-maned unicorn's chagrin. Babs, sharing a smile with the Crusaders' leader, simply shrugged and followed the pair. Marching past Honed Edge with Sweetie Belle in tow, Scootaloo left the room in a huff. "We finally get to see the inside of the castle, and I'm _not_ wasting my time in the library."

The three foals hastily proceeded to make their way down the hallway, and Honed Edge wiped the sweat from his brow before reaching out fruitlessly toward the fleeing fillies. "Hey, slow down!" He readied himself to pursue the diminutive group, but the guard paused, having noticed one of the fillies was missing. Her large pink bow peeked out from behind Peter, giving away her position. "Come along, Applebloom."

The foal hesitantly stepped from her position, inwardly wishing she had gone unnoticed by the guard's keen eye. Her hopes were dwindling away yet again, but there was hope, for all she had to do was ask a simple question. Applebloom brushed her hooves together nervously, unaware her odd behavior was clearly visible by the pony she desperately wanted to speak to. Peter, having nonchalantly resumed his reading, sat with a furrowed brow, but he lowered the book, placing his hoof over Applebloom's shoulder, before smiling at Honed Edge.

Peter grinned, and the young mare's eyes widened. "Don't worry about Applebloom. I'll gladly watch over her." However, her shock quickly dissipated, and Applebloom nodded eagerly, for this may be her only chance. Peter shrugged, shifting his gaze back to his book. "I'm nearly finished here for the day. Once we're done, I'll take Applebloom back to her sister." He pointed at the opened door behind the armor-clad stallion. "You probably don't want to lose sight of the girls though."

Honed Edge's eyes shot open, prompting the guard to shift his sights back to the hallway. "Okay! Take care!" he hastily replied, having seen the Crusaders near what appeared to be the glass chambers. He could practically hear the fire alarms already. Closing and locking the door behind him, Honed Edge bolted after the girls, leaving Applebloom under Peter's care, but he was too slow, as the distant sound of glass shattering reached the ears of the pair in the library. Honed Edge's cries were also heard. "By the stars! No!"

"Poor guy. Better him than me," Peter chuckled before returning placing a bookmark between his set pages. After closing the book, he gently slid his hooves underneath Applebloom's limbs and lifted the foal with the utmost care, placing her in the available space next to his seat. Her cheeks grew hot as Peter offered a consoling smile. "What's wrong, Applebloom? It's not like you to be so down."

Applebloom felt a genuine warmth exude from Peter, but that was quite normal for the young stallion. Ever since the first day they met, the stallion always treated those around him with decency, and his friends, including Applebloom, only got the best out of him, perhaps to a fault.

However, there was so much that needed to be said on her part, but Applebloom felt her heartbeat increase rapidly, nervousness setting in whenever she contemplated opening her mouth. Her eyes began to hurt, memories of the past few weeks ripping away at her emotions. It was time she acted like her sister and told the truth. Applebloom bit her lip. Forcing the lump in her throat down with a swallow, the young mare stood on top of her seat and clumsily climbed onto the table. Taking a seat next to the book Peter was reading, Applebloom remained silent, knowing she could only delay the inevitable for so long. Only inches apart, she found herself staring into the hazel gaze that patiently awaited her confession.

"Peter, Ah..." Applebloom whispered, feeling her voice fall into a choke, but she shook her head, unable to hold back any longer, "...Ah know you're Spider-Mane."

Wide-eyed and slack-jawed, Peter's expression said it all. He debated for several moments whether the foal's words were truth or false accusations, but Peter's mind groaned, recalling that several Equestrians knew his identity already. Yet, there were only two mares that learned on their own accord, the first being Zecora and the other Trixie. It was certainly possible that Applebloom was telling the truth, but Peter couldn't help but wonder how the foal accomplished that.

Out of all the Crusaders, Applebloom had the most common sense (no doubt a trait shared with her big sister) and was deceptively intelligent, especially for her age. Perhaps she stumbled upon the costume in his backpack during a cutie mark meeting, a similar circumstance that allowed Trixie to find out Peter's secret, or maybe Applejack spilled the beans on the grounds of her sisterly obligations. Peter shrugged. No matter how Applebloom found out, she was visibly upset, and the best thing he could do for her was talk her through her problem.

"How long have you known?" he hesitantly asked, not wanting to further upset the foal.

Applebloom brushed her hooves over her eyes several times, desperately attempting to wipe her face clean. "For a few weeks now. Ah' saw how much you go out of your way to keep your secret. That's why Ah' waited so long to tell you. Ah' wanted to make sure we could be alone."

Peter raised his brow. "How did you find out?"

"Well..." Applebloom inhaled deeply before continuing rather rapidly, " -Ah-ever-knew-could-fight-a-dragon-so-Ah-thought-m aybe-somepony-moved-into-the-village-around-the-ti me-and-after-Ah-checked-Ponyville's-census-records -several-times-Ah-found-out-there-was-one-new-resi dent-living-with-Twilight-Sparkle-and-not-too-long -after-that-Ah-met-you-and-put-the-pieces-together -like-how-you-and-Spider-Mane-are-unicorn-stallion s-and-have-the-same-colored-tails-plus-Ah-peeked-i n-your-backpack-and-saw-your-costume-while-you-wer en't-looking!"

She gulped. "Are you mad at me?"

"Uh... no, but..." Peter trailed off, his mind struggling to take in the information it was given in nearly one, heavily-conjoined sentence.

Applebloom's explanation was surprisingly simple. Equestria was short on male ponies, the females having outnumbering them five to one. It was fairly obvious Spider-Mane wasn't a pegasus nor an earth pony thanks to the pointy appendage on his forehead. Finally, there was his brown, silky tail. There was nothing unusual about it, but with the process of elimination, it was a clear, visible hint. Peter nodded, knowing there was nothing he could do to deny the girl's accusation. Applebloom was a lot more intelligent than she let on. That was the understatement of the century for Peter now.

"You're pretty sharp, kid." The stallion tilted his head to the side, asking the obvious question. "Is that why you're crying?" He glanced off to the side, a sense of pain filling his eyes. "Are you scared of me?"

Applebloom shook her head defiantly. "W-Why would Ah be afraid of you? You're my hero! You're always helping everypony and you saved... Rarity." The young mare's shoulders trembled profusely, a sign of her rapidly-diminishing nerve. Fresh streams of tears rolled down her cheeks, and sniffles steadily grew in volume. "You saved Rarity when Ah almost got her killed."

Peter's eyes softened. "Applebloom," he whispered affectionately, gently brushing away the girl's tears with his hoof.

"Do you remember the fire?" she sniffed, failing to meet Peter's gaze. "We were having our sleepover at Rarity's that night. Everything was fine until we heard some noises outside. Rarity told us to stay in the kitchen while she checked things out. Ah wanted to see what was going on, but there weren't any windows nearby. Ah snuck upstairs while Sweetie Belle and Scootaloo weren't looking, but suddenly, there was this loud bang and the whole building shook. Ah stumbled and hit my head pretty hard."

Peter furrowed his brow. "The dragon was huge. It probably hit the side of the building."

Applebloom was silent for a moment. "When Ah came to, Ah saw the room was on fire, and Rarity was right there with me. She told me she managed to get the others out of the house before the fire spread too badly. That means Rarity was safe, but she came back inside for me!" Choking between her sobs, Applebloom pressed on, leaning her cheek against Peter's hoof for support. "She shielded me from the fire as we made our way back downstairs. But... but-!"

"Let it out, kiddo," Peter said calmly.

Applebloom finally managed to make eye contact with Peter, her expression heavy with guilt. "Part of the ceiling came down on us. It happened so fast! Rarity threw me out of the closest window before everything caved in around her! D-Do you understand?" Her very foundation fell. Applebloom lost all sense of control, collapsing and hitting at the table in frustration. "If it wasn't for you, Rarity would have died! Sweetie Belle would have lost her sister! It's my fault! It's all my-!"

She managed to restrain her emotions through quiet sniffles and soft whimpers at first, but they quickly escalated into high-pitched bawling and pained sobs. That same moment, Applebloom felt a wave of heat wash over her. Opening her eyes, the foal found Peter hovering over her with his hooves wrapped around her tiny frame, and she quickly returned the embrace, burying her face into his chest. Though it was only a small attempt of comfort in Peter's eyes, Applebloom felt nothing but undying love, strengthening the emotions she'd felt for the stallion for the past few weeks.

"Y-You were there for R-Rarity. Then you were there for Zecora. You also helped Princess Luna!" Applebloom stuttered into Peter's chest, her hot breath warming his coat immensely. She shifted in his hooves, not wanting to separate from the stallion's embrace, until her orange eyes came into contact with Peter's hazel ones. Her tears continued to fall, but Applebloom managed to smile, sending an alien sensation coursing through the stallion's chest. "Ah just wanted to let you know how much that means to me. Ah... can't thank you enough for everything you've done, Peter."

He sought out the right words, but any response Peter might have found died in his throat. Simple emotion from a little girl carried so much weight, staggering one who could lift, hold, and throw several tons with ease. Applebloom's ears fell once she spotted an abnormality. Peter's expression was filled with pain, and tears escaped from the corners of his eyes. They were gentle and beautiful, matched only by the quivering smile the stallion bore. Applebloom wanted to embrace Peter tightly and not let go. Both ponies continued to hug each other, allowing their tears speak on their behalf.

"I'm always doubting myself, Applebloom," Peter said, cursing his instability. Yet, his smile grew. "But it feels great knowing there's always somepony ready to pick me back up. Twilight. Trixie." Maybe he wasn't a complete failure, after all. "...and you, Applebloom. Thanks. It means a lot to hear that."

Applebloom sniffled as she stared the stallion straight in the eye. "You're just like Applejack. Ah can tell something's always on your mind. You never like to talk about your problems, even when it hurts you to keep it bottled up, but you're always ready to help others, and you never expect nothin' in return." Applebloom bumped Peter gently in the chest with a hoof, shaking her head sadly. "She always works to hide how much pain's she in. You do the same with your mask, knowin' we can't see your pain that way. Well, Ah see you all the time without your mask, and...Ah want you to know that Ah love you...and Ah don't want to see you sad anymore."

Peter continued to sit, cradling the foal, as the walls of melancholy crumbled, giving birth to a familiar sensation he hadn't felt for quite some time. He had debated yesterday whether Peter Parker was special, worth anything to the average eye. Trixie and Twilight were quick to tell him how much he meant to them respectively. Deep down, Peter hated himself and how his insecurities constantly seeped out, but his friends were always there to bring him back up. Now, Applebloom was making her stand, praising Peter for the deeds he had done, but this appreciation felt different, like something he hadn't experienced yet in Equestria until now.

Applebloom said she loved him, but it wasn't the same as the word Twilight told him regularly. No, this was genuine yet different. A part of Peter begged to disregard this idea, feeling a little girl shouldn't place that level of love and trust in him, but he dared not to attempt such a thing, for breaking a child's heart was not an option. It was love, and he wanted to give it back in full. Applebloom adjusted her weight, wrapping her hooves around Peter's neck, prompting the stallion to tighten his embrace. The foal nodded, brushing her cheek affectionately against Peter's.

"Ah'm sorry. Ah don't know how to thank you." Applebloom shifted her head about, cheeks flushing. "Ah thought Ah had an idea, but..."

Peter nuzzled the girl closer, shushing her with blissful affection. "What you said means more than anything."

"Did you..." she paused, knowing her question was a sensitive one. "...lose somepony special?"

Those ignited something within Peter. Before his time in Equestria, it would have been anger or frustration gnawing away inside of him. Now, especially when his friends were comforting him about it, Peter only felt sorrow and guilt. It was a classic tale, told many times, but never had he revealed his past to somepony as young as Applebloom. Peter cringed. He had to practice some restraint, sensing some of the graphic details may have been too much for the foal's innocent mind.

Peter shook his head, a pained smile on his lips. "Yeah, I lost my uncle. I... did something stupid and it cost him his life." His voice became choked. "Uncle Ben was the closest thing I had to a father. He tried to tell me something important, and I threw it in his face. I didn't even get a chance to apologize to him." Applebloom's ears fell sadly to the side. Peter's eyes were damp, but his smile remained intact. "That's why I wear the mask. I want to make my uncle proud... and let him know that I _was_ listening." Peter closed his eyes. "...and I'm sorry."

Applebloom blinked at the tale she heard. "Applejack... lost Mama and Papa the same way." Her voice fell to a barely audible whisper as her eyes swelled up again. It was worse than she thought. Peter and Applejack went through similar events, and they both had ways to hide their grief. Placing her hooves on Peter's shoulders, Applebloom bit her lip, knowing what she had to do. "Do you have _any _family left, Peter?"

"No," Peter said bluntly, averting his gaze away from Applebloom. "My aunt and uncle were the only family I had, and they're both... gone now." Well, it _was_ true. It wasn't like he would ever see Aunt May again, not when he was trapped in another world altogether.

"No family? Ah want to change that then," Applebloom asked, her eyes widening as she tightened her grip on the stallion's neck. A warm shudder passed through her body as she thought about her solution. She was in love with Peter. That was a fact, and she could openly admit to that. The sensation she felt felt like it was expanding inside of her, as if it desperately needed to be expelled. She harbored these feelings for two others, and now Applebloom wanted to express it to another. "Since you don't have any family... how about Ah adopt you as my big brother? Yer an honorary Apple, Peter. Welcome to the family."

Peter's eyes widened. Equestrians continued to surprise him. They offered him friendship, forming the strongest bonds he's ever forged. Twilight gave him love, severing the walls between their two world. Now, Applebloom was offering Peter something only Uncle Ben and Aunt May gave him on Earth: a family bond. Clutching the foal with a gentle smile on his face, Peter nuzzled his head against Applebloom's, not caring that a fresh array of tears fell from his eyes. However, he allowed these feeling to surface and kissed the foal gently on the cheek before resuming his hug.

"Applebloom... I'd really like that," he said, his voice drying and growing raw. "I'll try not to let you down, too."

Applebloom tilted her head slightly so she could see Peter's face. "Thank you, Peter, but..." she trailed off, wrapping a hoof around the front of his chest. "...you could never let me down. Even if you tried." The physical contact filled Applebloom with warmth and a snug sense of safety, and it suddenly felt as though she couldn't hold Peter hard enough, as if she could just squeeze him tight and never let go. "Ah mean... you're my hero _and _my big brother now."

Peter returned her smiling gaze and nodded. "Yeah, you're right..." He paused, grinning. "Sis'."

* * *

><p>Spectators steadily filled the outer edges of the courtyard, consisting mostly of the castle's guards, as well as a few nobles trickling in from around the premises. Shining Armor, Princesses Celestia, Cadance, and Twilight stood together on the balcony with their watchful gazes fixed on Luna, awaiting the potential arrival of a certain stallion. Lined up around the balcony's railing were Twilight's friends and the Crusaders. Sadly, Honed Edge's presence was needed elsewhere as the shattered remains of the glass chambers weren't going to sweep themselves.<p>

Shining Armor shook his head, frowning disdainfully. "This is such a bad idea."

Exhaling, Twilight rolled her eyes as she leaned over the balcony's railing. "He can do this, Shining. I know he can."

Spike poked Twilight's hoof for what seemed like the tenth time in the past few minutes. "So what's going on, Twilight? Why does Princess Luna want to see Spider-Mane?"

Glaring out of the corner of her eye, Twilight groaned at the baby dragon's redundant questioning. "I can't tell you, Spike. You'll just have to wait and see."

Applejack shook her head and raised her brow, ignoring the series of irritated groans and moans that escaped from half of the group. "Come on, ya'll. Whatever is going on, it must be pretty big. It won't hurt to wait a bit longer," she calmly suggested, earning an affirming nod from Rarity.

"Precisely. So could you all _please_ act like adults?" Rarity haughtily asked, although her tone matched that of a subtle demand. "We _are_ in the presence of Princess Celestia, after all."

Trixie nodded, keeping a fair distance from the group. "Adults. Tell that to the pink one." Her violet irises remained centered on the courtyard, particularly the moon princess. "Besides, considering we're all being asked to keep our distance, the situation may be more serious than we think. Do you concur..." Trixie hesitated, minding her manners, "Princess Sparkle?"

Twilight's eyes widened but quickly softened. "Trixie, we're friends. You don't have to be formal with me," she said honestly, prompting the magician to weakly nod and allow a faintly visible smile to form on her face. Tapping her hoof against the floor slightly, Twilight shuffled through a supply of vague answers in her mind. Her teacher had advised against direct responses for the moment. After a few seconds, Twilight felt she had a decent answer to Trixie's question, nodding. "Well, Trixie, we're actually-"

"Can you believe it?" a voice asked from behind, unknowingly cutting off Twilight. Everypony on the balcony turned in the direction of the sound and found Peter accompanied by Applebloom with his hoof raised questioningly. "I try to take Applebloom to the courtyard, and the guards wouldn't let us anywhere near it. At first I thought you girls were having the best pool party and forgot to invite us.: The stallion shrugged. "So what's going on?"

"Peter!" Twilight happily called out, making her way to his position.

Once inches apart, the stallion greeted the mare with his signature cheeky grin, something Twilight had grown to adore more than she ever would have thought possible. She wanted to kiss him, badly, but her professional side forebade it, sensing that intense public displays of affection among her friends and peers hardly seemed appropriate. Plus, there was an important matter at hoof, and Twilight didn't want to leave any lingering distractions in her stallion's mind.

"We were just waiting for Spider-Mane. Princess Luna has _urgent_ matters to speak to him about in the courtyard." She paused, making firm eye contact with Peter, delivering precise emphasis. "He should be arriving _any _moment now."

Peter scratched the back of his head, furrowing his brow. "Really? Must be important."

Applebloom forcefully cleared her throat, bringing Peter's gaze underneath his side where the foal stood. "Hey, uh, Pete? Where's that book you were reading?" She smiled as she hopped in place. "Ah want to know more about those pretty crystals you were studying!" Applebloom's eyes widened like she'd realized something important. "Don't tell me you left it in the library?" She pulled at his hoof gently. "You should go grab it before Spider-Mane shows up."

He had only been adopted for nearly thirty minutes, and Applebloom was already hard at work as his supportive little sister.

Peter placed his hoof over the foal's head, mussing her mane. "Good idea, kiddo," he said before shifting his gaze to Twilight. Though the action was brief, Peter's lips curled into a sweet smile. To most, this appeared to be a simple grin, but to Princess Sparkle, it was a visible yet cleverly concealed 'I love you' from her stallion. Twilight's cheeks flushed to a shade of pink as she returned his smile with one of her own. Having earned his desired reaction from the mare, Peter quickly made his exit. "I'll be right back."

Applebloom quietly joined back up with the Crusaders, who quickly grew ecstatic at the news of Spider-Mane arriving shortly. Twilight took the available space between her teacher and sister-in-law, leaning over the railing. They knew now that the event would unfold soon enough. Hushed whispers escaped from Twilight's circle of friends, all pondering what the princess of the moon could want with Spider-Mane. However, Applejack's mind wasn't centered on the conversation or the subject matter.

The blonde stood with her emerald irises locked on her little sister. _'That was pretty convenient how Applebloom asked for a favor like that.'_ She frowned as her brow lowered. '_Too convenient for my comfort.'_ Applejack continued to study her sibling's movements. Just earlier that morning, Applebloom seemed depressed about something, but now her demeanor was the exact opposite. There were several possibilities behind this drastic change, but Applejack's intuition kept pointing to the stallion her sister had come in with. Her heart nearly stopped at a distinct thought. _'Applebloom... do you know who Peter really-?'_

"There he is," Trixie calmly called out from behind, interrupting Applejack's thought process. The others reacted, all taking a spot around the balcony's railing. Shaking her head, the blonde cowpony exhaled before trotting over to Trixie's position. The magician acknowledged her presence with a brief glance and quietly stepped to the side, giving the farmer a spot to witness the spectacle. Trixie shrugged afterward. "What could this possibly be about?"

"Ah don't know, Trixie," Applejack simply replied, shaking her head. She watched Spider-Mane swing across the open air of the courtyard before flipping from his webbing, landing several hoof-lengths from Princess Luna. As the stallion closed the gap between himself and the alicorn, Applejack lowered her hat to shield her eyes from the bright sun overhead. "Ah think we're about to find out."

* * *

><p>Princess Luna eyes opened, shifting to the costumed stallion. "Ah, Spider-Mane. You have answered my call. Thank you," she greeted him coolly, standing from her seat.<p>

Spider-Mane shook his head and waved his hoof nonchalantly. "Don't mention it," he muttered, pausing to shift his head about to scan his surroundings. Nobility and palace staff alike watched from a distance, but none were within the courtyard. Even the guards gave them space, staying on the outside edges of the courtyard. Tilting his head to the side, the stallion faced the princess with unnerved curiosity. "So... is there trouble?"

"Of a sort." With one mighty flap of her dark wings, she sprang into the sky, her horn glowing with darkness. Her amplified voice shook the walls of the courtyard , pulling gasps of fright from the audience. _"FIGHT ME, TRAVELER. SHOW ME YOUR WORTH!" _

"Wait! Wha-?!" Spider-Mane blurted out, having to duck underneath a bolt of darkness that might have taken his head off. He peeked up, finding another beam homing on his position, but Peter's spider sense blared wildly, prompting the stallion to flip out of the way. Although he avoided the dark energy, it exploded upon impact with the ground, creating a shockwave that sent Spider-Mane flying into the air, but he recovered, managing to perch himself on the side of a wall. Spider-Mane shook his head frantically. "Luna! What are you doing?!"

His question was thoroughly ignored as several bolts of energy were fired at his position, forcing the stallion to leap from the wall and into a web-swing. Tremors coursed throughout the castle, and multiple explosions roared across the airwaves. Spectators from the outside quickly gathered along the edge of the courtyard, joining the Canterlot guards who watched the event as well as kept the ponies from ducking inside. In a matter of minutes, hundreds surrounded the outer edges of the courtyard and clamored wildly at the spectacle behind the clear, magical barrier.

"What in the world?!" Rarity exclaimed, nearly losing her balance at the first shockwave. "Why is the princess attacking him?!"

"It is a test," Princess Celestia politely replied, earning baffled expressions from a majority of everypony on the balcony. Nodding, she continued. "Do not worry. The guards were informed of the situation. They'll ensure the damages are held within the courtyard." The entire area shook, causing everypony to stagger in place, but Princess Celestia stood firmly through the quake and turned her attention back to the courtyard. "We simply wish to test Spider-Mane in combat."

"Princess Celestia!" Rainbow Dash called out, flying over to her position. "Don't get me wrong. Spidey's a tough pony, but Princess Luna will mop the floor with him!" Genuine concern poured from the mare's voice, whether she knew it or not.

Princess Celestia did not divert her attention away from the courtyard where the garishly garbed pony ducked, dodged, weaved, and slid around the barrage of dozens of rapidly-fired shots from the dark alicorn. Much to Rainbow's dismay, the alicorn's lips curled into a smile before turning back into a stern frown of concentration. "Rainbow Dash. Spider-Mane is more than capable of holding his own," she responded, cuing everypony, including the pegasus, to shift their gazes back to the duel, and her brow furrowed at a realization. "After all, my sister has failed to land a single blow so far."

Peter jumped backwards, landing on one hoof, and he pushed himself from the ground, maneuvering into a flip. The moment the stallion landed, a beam pierced through the wind with great velocity, but Spider-Mane swerved to the side, while holding his ground, and dodged the projectile. Luna gritted her teeth in anger, sending a vast amount of concentrated frustration into her horn.

"_ART THOU A COWARD?!" _she howled as she landed on the other side of the clearing, stomping her hoof into the ground. _"FIGHT BACK!"_

"Okay, look! Can we turn down the hostility and talk? Because I'm under the impression I did something to upset you," Spider-Mane suggested, waving his hooves defensively. "If that's the case, how about I bake you a cake as an apology? If you're not into sweets, maybe I can-?" Contorting his body at the last second to dodge several beams simultaneously, Spider-Mane found his pleas cut short again. At this point, Peter found his patience rapidly declining. "Luna! For crying out loud! I don't want want to fight you!"

"Pity. Then allow me to change your mind, Spider-Mane" Luna scoffed, disappearing in a flash and reappearing inches behind Spider-Mane with her horn overflowing with dark energy.

Unfortunately, before Luna could follow with her intended attack, Spider-Mane instinctively reacted to his spider sense, which went into overdrive the instant the moon princess disappeared, and threw a swift but vicious mule-kick. Luna couldn't hope to react or brace herself as Peter's hooves smashed into her forehead. The impact sent her into massive whiplash, her head flying backwards until her skull crashed into the ground, shattering the stone as it hit. Luna's momentum carried her further, until her body careened for several yards into the fountain and cracked the stone.

An eerie silence fell over the castle as the broken pieces of marble from the fountain fell over Princess Luna's still form. The guards and spectators murmured among themselves in shock, only for their voices to pick up in volume once it was clear Princess Luna was indeed rendered unconscious.

Meanwhile, on the balcony, Shining Armor's jaw nearly fell to the floor. "Wha-What just happened?"

Twilight's glossy eyes were as wide as saucers, but the mare shook her head, leaning further against the railing. "He just defeated Princess Luna," she paused, allowing her senses to recollect themselves, "in one strike." She felt her chest tighten as her gaze clumsily fell back to the costumed stallion. _'Peter! That was... amazing!'_

"There must be a mistake!" Shining's comment drew the gazes of everypony on the balcony with the exception of Princess Celestia. "A lucky shot! It had to be a lucky shot! There's no way Spider-Mane could defeat Princess Luna in one hit!"

Twilight sharply turned, frowning at her brother's accusation, but before she could defend Spider-Mane's actions, Princess Celestia spread her wings and hovered into the air. "That is not true, Shining Armor. My sister was overzealous, and she underestimated an opponent who has proven his worth time and again," she said calmly before facing her niece with a warm smile. "Cadance, would you please bring Luna here and tend to her wounds?"

Cadance blinked for a moment, but snapped to her senses and dutifully nodded. "Yes, Auntie!"

In a bright flash, the pink alicorn disappeared from sight, reappearing over Luna's body. Cadance placed her hoof around Luna, earning a slurred groan in response. With a quick flash of light, both alicorns vanished and quickly returned to the balcony. Not wasting any time, Cadance lowered her horn, transferring its energy into Princess Luna, and as the healing proceeded, she stole a glance at Princess Celestia, who simply nodded before leaping off the balcony and descending in a graceful glide.

Her luminous light spread throughout the courtyard, brightening immensely as the alicorn neared the ground. Spider-Mane threw his hooves over his eyes, shielding them from what appeared to be the sun itself. Slowly but surely, the light faded, retreating back into Celestia's body. The spectators grew restless yet maintained their silence, all for the sake of respecting their beloved ruler.

Spider-Mane swallowed roughly as Celestia's stern gaze fell on him. "I'm really sorry! I didn't mean to hurt Luna! I just..." he trailed off, lowering his head shamefully to the alicorn who stood nearly three times his own height, "reacted. Please don't exile or execute me." The latter was added rather swiftly, as if he was expecting such a punishment.

"Do not apologize, my friend," Princess Celestia warmly said, bearing a smile to match. "My sister has always been invasive and headstrong. She wanted to challenge you in combat. I only wish she politely asked you of this instead of attacking from the jump start."

Tilting his head to the side, Spider-Mane stammered about. "So... I'm not in trouble?"

Celestia shook her head. "Not at all. However..." She closed her eyes. "...my sister underestimated you. I assure you I will not make that same mistake, for you have earned my respect." Princess Celestia's violet eyes opened, and the alicorn slid one of her hind hooves back and straightened her posture. Her horn glowed, and a short-hafted glaive made of what appeared to be compressed flame materialized before her, as if pulled from somewhere..._else._ "Meet _Ignus Solaris,_ my most trusted blade. Beautiful, isn't it?"

A gracefully curving, painfully sharp blade took up fully half of the weapon's seven foot length, its back edge jagged and sharp, likely for shattering weaponry it clashed against. The blade terminated in a wickedly keen point that could probably skewer any monster or pony unlucky enough to encounter it firsthoof with little issue. From end to end, the armament was carved with gracefully swirling spirals and whorling runes reminiscent of the fire it was composed of, and the entirety of the thing promised swift death to all it stood against.

Peter watched the instrument of destruction only a bit nervously. The way the alicorn princess held herself, as well as the way she casually swung her weapon about in calm, graceful arcs, told him she wouldn't be nearly as easy to deal with as her sister was. He thought he could manage, but he couldn't be sure until he tried.

Celestia spread her wings, her eyes flashing with solar fire. "I challenge you as my sister did, to prove your mettle against me. Do you accept?"

Peter observed his opponent, noting the ease with which she offered her challenge. Celestia and Luna were complete opposites. Had Luna simply asked him, he would have happily obliged. Instead, Peter had to knock out his friend over her irrationality. However, Princess Celestia was far more polite, and this was an opportunity to spar without having to worry about his life, or others', being put into jeopardy.

Standing on his hind hooves, Spider-Mane lowered his body into a defensive stance. "Yeah. Let's go!"


	33. Trial By Fire

_**Chapter Thirty-Three "Trial By Fire"**_

_Nineteen Days Remain_

The setting sun touched the horizon, leaving the sky stained a dark shade of orange. The land looked as if it had been set ablaze, the bright alicorn burning at its center. The stallion stood in the courtyard, his blank lenses staying locked on the princess. The crowd continued to gather, joining the herd after word spread of Luna's defeat and Celestia's challenge. Above the castle, a pegasus soared over until she reached a good vantage point, her bright orange irises and mane matching the fiery sky perfectly.

Smirking, Spitfire perched herself on one of the castle's rooftops, folded her limbs and watched the fight ready to unfold. "Looks like I made it just in time," she said, pulling her goggles back behind her ears. "Let's see what you got... Peter."

The nobles and guards went into an uproar, cheering wildly for the two adversaries as Princess Celestia engaged Spider-Mane in combat. Her horn emitted a bright light before firing several beams at the costumed stallion, who quickly charged the alicorn in an upright, two-hooved sprint. Increasing his speed, Peter ducked underneath the first beam, dashed to the side to avoid the second, and spun his body to dodge the rest, all in smooth, rapid succession.

Princess Celestia huffed, vanishing instantaneously in a bright flash, but she returned a few hoof-lengths away from Spider-Mane and brought her flaming glaive to bear with authority, threatening to impale the stallion. His spider sense blared profusely, forcing Peter to skid to an immediate halt and launch himself away with a backflip before the weapon could meet with his body. The glaive melted through the stone, flames erupting from underneath upon impact and creating a blazing shockwave.

The force pushed the stallion further into the air than he would have liked, but Spider-Mane shot a strand of webbing from his hoof and yanked hard, shifting his momentum toward the side of the arena. Breaking away from his webbing, he flipped with his limbs stretched out with the grace of an acrobat and landed perfectly on his hind hooves on the magical barrier where a group of nobles stood.

"Such grace!" a blue mare gasped, pressing herself further against the shield the Canterlot guards held.

Her brow furrowed behind her pair of rose-tinted shades as she kept the stallion locked in her crosshairs. It was easy for the snow-white maned mare to grow so enamored with the specimen. His movements were fluid, resembling pure poetry in motion. Spider-Mane's body was not bulky in the slightest, but underneath the colorful attire was a slender, perfectly athletic figure, the details of his ripped muscle structure easy to spot thanks to his skin-tight Spandex.

As Spider-Mane leapt from his position, closing the distance between himself and Princess Celestia, the mare slid her hoof into her jet-black dress and retrieved a handkerchief. She dabbed the cloth against her forehead, wiping away the perspiration that formed due to her heightened body temperature and the flaming armament of Princess Celestia, before pressing the button on the side of the large camera next to her. Imbedded on a golden tag above the lens was the name 'Photo Finish,' and before long, the mare found herself taking what seemed like dozens of pictures of Spider-Mane.

"You astonishing arachnophile! Allow me to capture your magnificence!" she exclaimed (much to the annoyance of the ponies around her), begging that this asset be as marvelous as she hoped.

Flipping high into the air, Spider-Mane landed directly behind Princess Celestia and dove forward to deliver a straight punch to her seemingly vulnerable side, but the alicorn's glaive spun around and parried the attack, shifting Peter's momentum until he completely rolled past his opponent's body. The stallion managed to cartwheel his way from the ground, spinning around to throw a wide kick aimed for Celestia's neck.

However, like before, the princess deflected his attack and directed Spider-Mane's momentum skyward, causing the stallion to flip head over hooves with no chance to recover. Rather, that's what everypony in the castle believed before he quickly recollected his sense of balance in midair and flipped into yet another perfect landing. Spider-Mane shot a strand of webbing into the ground, sprinting for his opponent without severing the thread from his hoof.

He jumped high into the air and dove with the speed of a missile to deliver a kick, but Princess Celestia sidestepped and used her glaive to direct the stallion's momentum into the ground, planting him soundly. The alicorn spun the blade, driving it into where Peter landed, but Spider-Mane yanked his webbing, sling shotting himself away from Solaris's flame. Before Celestia could recover, Peter threw his weight forward, extended his lower hooves, and lunged with a vicious double-kick, but the alicorn's wings spread, lifting her from the ground and out of Spider-Mane's range.

Peter recovered, chuckling as he watched the sun princess float gracefully in the air. "Oh, right. I forgot you could fly."

Through labored breaths, Princess Celestia managed to smile at her opponent. "I must admit, it's been too long since I last pushed myself like this," she said as vast amounts of magical energy escaped from her horn, emitting a light potent enough to shine throughout the entire courtyard. The color in her eyes disappeared, replaced by that same light, and Celestia's voice echoed with a calm and firm tone. "Now I believe it is time we get serious. Don't you agree?"

Spider-Mane nodded, lowering his body as he retook his defensive stance. "Likewise."

Meanwhile on the balcony, Cadance's eyes hadn't left Princess Luna, who had yet to regain consciousness, but she stole a glance at her husband and sister-in-law out of the corner of her eye as she continued to heal her aunt. Multiple tremors coursed through the castle, nearly breaking her concentration on each occasion, but Cadance stayed the course, ignoring her curiosity, which begged to see what was transpiring. The 'oohs' and 'ahhs' of the crowd weren't helping, either.

Her Auntie Celestia was always such a benevolent figure, displaying only love and tolerance to those around her. The idea of such a calm, caring pony fighting like a warrior seemed surreal, but with her longevity, wisdom, and daily duty of raising and lowering the sun, it was easy to sense how powerful Princess Celestia possibly was. Yet, considering the feats Peter had accomplished at his age, there was a better than even chance he was one of the most extraordinary beings in Equestrian history.

Cadance sighed despondently. It was truly a shame she couldn't watch the spectacle, but injuries to the central nervous system, even those as mild as a simple concussion, were delicate things, and any lapse in concentration could be catastrophic. The alicorn closed her eyes and whispered a prayer, hoping both her aunt and friend avoided serious injury.

Princess Celestia aimed her horn to the ground in mid-flight and fired several bolts of white-hot light at the stallion, but Spider-Mane jumped straight into the air, fired a strand of webbing onto one of the castle's high walls, and swung past any beams that neared his position. The resulting explosion blinded all the ponies down below, who were quite lucky to be shielded from the ensuing shrapnel. Circle-strafing to keep her distance, Celestia anticipated Peter's movements and shot a beam directly for the path he was heading. Using the strength in his legs and core, Spider-Mane hurled himself from his webbing and vaulted clear over the bolt before swinging with a new strand.

Once the princess fired another beam, Peter severed his strand in reaction to his spider sense, managing to latch a thread of webbing onto Celestia's golden chest plate that same moment. In a swift motion, Spider-Mane yanked on the thread and zipped over the beam, but the alicorn took aim with her flaming glaive as he approached her at near-supersonic speed. However, the stallion maneuvered his body at the last possible moment, avoiding the blade by grabbing the glaive's handle with his hooves and swinging around, before landing atop the alicorn's back.

Peter bit down on his lip as he grimaced in pain, feeling the flames of Ignus Solaris scorch his hooves, but he did his best to ignore it. She swung at him using her fiery glaive, missing by a mere hair's breadth as he ducked behind her barrel and wing, using her larger body to shield him from her attacks, while firing a number of strands of webbing to various anchor points along her back and side. She kicked and bucked and chased him with lightning-fast stabs of horn and blade, but he had a number of major advantages in close quarters combat.

Before the princess and solar goddess knew how it had happened, she found herself engulfed in a thick cocoon of fire-resistant webbing several times stronger than steel, her wings bound and her body unable to move. Before she could even hope to break free, Spider-Mane leapt high into the air, one thick strand held in a hoof, using his inertia and a mighty yank to swing his prey around him in midair before launching her into the ground, creating a billowing dust cloud upon impact.

The fire of Ignus Solaris extinguished, leaving nothing but a smoking spark that quickly went out. Everypony stared at the scene in amazed silence as the stallion gracefully fell from the sky, landing perfectly despite the daunting height. Fortunately, before anypony could contemplate the fate of their ruler, a blaze erupted from the crater, clearing away the dust. Princess Celestia suddenly emerged, a vortex of flames roaring from her body. Even through the shield, the crowd could feel the heat of the flames, and a pink field of force sprang up around the balcony above, protecting the ponies there from the raging heat. The webbing melted and bubbled, and wisps of acrid white smoke hissed and frothed about the alicorn's body as it evaporated.

Celestia leapt with a mighty flap of her wings...

...and face-planted right into the courtyard's cobblestones.

She gritted her teeth and pushed herself upright, suddenly noticing that the webbing had melted into her fur and feathers, leaving her free to move, but plastered in what could only be described as "gunk."

Cursing under her breath, Celestia summoned her magic in a brief burst, and a fine lace of magical energy settled over her body, pulling the melted webbing apart at the molecular level. But just as the webbing started to dissolve and break away, a flash of movement caught her attention. She gasped out loud once she saw Spider-Mane a few hoof-lengths away with his hoof reared back to strike in her moment of distraction. Celestia had to abandon her attempts at regaining flight and reform her glaive in a panic. She knew Spider-Mane was ridiculously strong, and she had no wish to feel a full-on hoof to the face as her sister had.

"Sorry! This is a no-fly zone!" Spider-Mane exclaimed.

She only barely managed to deflect the blow, but Spider-Mane followed with a barrage of punches, aiming for the alicorn's chest, which was, for a moment, left wide open. Swiftly, Celestia shifted her glaive and parried each attack, but it proved rather difficult, leaving the princess to stumble back and resort to blocking directly for a moment, which led to Ignus Solaris nearly snapping in two under the assault, and a moment of dizziness as her magic strained to hold it together. Celestia hopped back, desperate to create some distance between herself and her opponent, but Spider-Mane proved to be too quick, cutting off her escape route and continuing with his assault.

The process of attack-and-deflect repeated between the two, increasing dramatically in speed with each step and blow. Spider-Mane's hooves moved with the speed and destructive power of a turret, the damage taking a toll on Celestia's glaive. Everypony's mouth fell agape as both combatants moved at an unbelievable speed, their images blurring as they fought throughout the courtyard, but Spider-Mane's blows could still be heard and felt, generating a small shockwave with each punch. The nobles looked concerned and amazed at the sheer, unadulterated _speed_, and Photo Finish felt a sense of panic rise from within her chest, her desperate need for perfect photos taking root.

"Slow down!" Finish cried out, snapping photos uncontrollably, much to the chagrin of everypony around her. "It is impossible to capture what the eye can not see!" Yet, the images in her mind gave the mare some comfort, as well as ideas for her next photo shoot. The heat in the blue mare's face rose, evident by her crimson-stained cheeks, once Spider-Mane skidded to a halt a brief second before leaping back into the fray. She giggled excitedly. "Even at such a speed, he is graceful!"

On the balcony, everypony watched the event with both amazement and bewilderment. A majority of the group couldn't fully follow Spider-Mane's and Celestia's movements under their own power, but the few capable of doing so maintained their silence and thoroughly concentrated in keeping both ponies within their sights. Cadance, unfortunately, was still preoccupied with Princess Luna, and the sudden silence from the others made her feel rather uncomfortable.

"Can somepony _please_ tell me what is happening?" Cadance pleaded, her tone almost whiny.

Shining broke his gaze away from the scene and shook his head. "It's hard to say. They're both moving so fast, it's difficult to make out."

"Spider-Mane has Princess Celestia on the defensive," Twilight said suddenly, her gaze remaining locked on the pair in the courtyard.

Shining Armor furrowed his brow and started to question his sister, but he stopped in his tracks, having noticed Twilight's eyes were blank and glowing brightly. Through her magically enhanced vision, Twilight watched the clarified image of Peter continuing his relentless assault on Princess Celestia. Although she was able to hold a steady defense for a time, the sun goddess struggled to deflect even a few of Spider-Mane's attacks and was forced to block the wave of super-powerful punches with her glaive directly, which obviously put strain on her.

Her teacher was one who always remained in control of even the most dire of situations, but throughout the majority of her battle with Peter thus far Princess Celestia was under severe duress. Even from their distance, Twilight could see the signs of stress and fatigue clearly in her beloved teacher. Her beautiful snow-white coat was plagued with dust spots, crimson scrapes, and violet bruises (one on her side and the other across her back), evidence that Spider-Mane's attacks were actually taking a toll.

Whereas Celestia´s defensive efforts were slowing, Spider-Mane's grew more aggressive, the aches of fatigue failing to affect him in the slightest. Twilight felt a strange tingling sensation course throughout her chest. Peter had wildly exceeded everypony's expectations, and at this point, all he needed was to stay the course and finish the fight. She wanted her stallion to win for so many reasons, both personally and professionally, but her chest tightened, the tingling growing exponentially in volume.

Twilight's senses as an alicorn were more acute even than they had been as a unicorn, specifically her ability to feel the magic from others, and the mare's breathing shallowed as a massive surge of energy swelled within Celestia, stinging Twilight's overly sensitive eyes. She cut off the energy to her Super Sense spell, and the color in Twilight's eyes returned. She forced the lump in her throat down with a swallow.

_'It looks like Princess Celestia is gathering her magic for one final attack.'_ Twilight knew the battle was approaching its climax. She placed her hoof over her chest, holding on to the faith her heart placed in her love. _'I know you can still win this, Peter. I believe in you!'_

Spider-Mane drove his hoof forward, forcing a drained Celestia to swing her glaive's handle up to block the attack, but Ignus Solaris could not withstand any more of the stallion's assault. The singular crack echoed across the courtyard. Celestia's weary violet eyes widened as her trustworthy weapon snapped in two, the lower half falling to the ground, while the blade spun madly and imbedded itself into the castle wall, but she couldn't react, the air having rushed out of her lungs suddenly, as Spider-Mane slammed his hoof into the alicorn's chest, shattering her golden chestplate and creating a shockwave potent enough to whip up a strong gust of wind.

Celestia drew in rough, ragged breaths as she slowly fell to the side, her eyes glazing over, but before her body could meet with the ground, the alicorn vanished in a bright flash of light. Peter's sixth sense blared, but the stallion failed to react in time. Celestia reappeared in the span of a split-second, her horn shining with blinding light which transferred into her golden-shod hooves. She reappeared in a bucking stance directly in front of her opponent. Using the last of her strength, both physical and magical, Celestia bellowed as she drove her hooves right into Peter's forehead.

The energy slammed into Spider-Mane, and the stallion glowed as bright as the noonday sun, his body engulfed in a massive explosion. The force from the blast knocked Celestia to the ground, leaving her to roll for several meters before coming to a complete stop on her stomach.

Spider-Mane, however, absorbed the vast majority of the blast, his body a meteoric fireball as he flew across the courtyard with the speed of a bullet. He came to a violent, immediate halt when his back slammed against the magical barrier, shattering the entire force field like glass upon impact. The castle fell silent, everypony watching the flames dissolve from Spider-Mane's prone body with their eyes wide. Everypony's mouths fell open as the stallion performed a simple kip-up and nonchalantly patted the small traces of fire from his costume - what remained of it, anyway.

Celestia's flame had burned away several large holes in his full-body suit, and the patches of fur that were revealed were charred black. At the very least, nopony could recognize his coat, but aside from his tattered costume, much to everypony's shock, awe, and amazement, Spider-Mane was still in one piece, conscious, and standing tall, while their beloved leader had not yet made it back to her hooves. She watched as the stallion trotted to her position. She had yet to tap into her deepest reserves, but Princess Celestia shook her head, knowing that portion of her power was saved only for extreme circumstances. And given the fact that her opponent wasn't even winded yet...

It took nothing from the current situation, considering Peter, like herself, held back a portion of his strength despite agreeing with Celestia that he would fight seriously. She did not take this as an insult or sign of disrespect. Rather, Celestia saw this trait as something that strengthened her belief in the young stallion. Despite having such extraordinary powers, Peter almost never used them to their fullest capability out of concern for his adversaries.

Instead, he always sought for a way to defeat his enemies without resorting to lethal force or injuring them too badly. Celestia, planting her hooves into the ground, forced herself to stand once Spider-Mane was a mere few hoof-lengths away. It was very possible for the alicorn to continue the fight, but there was no need, for Peter had already proven himself her better (for today). There would come a time to push Peter further in the very near future.

"Your skills are extraordinary," Celestia said between heavy breaths. Gasps of surprise escaped from the audience at an astounding sight: Princess Celestia lowering herself in a bow to the stallion, holding the stance for several moments, but the crowd erupted at their ruler's following words. "You have bested me this day, Spider-Mane... I yield." She closed her eyes and smiled warmly. "The fight is yours."

Shining Armor lost his grip, nearly falling over the balcony's railing, but Twilight's magic engulfed his body, levitating the stallion back to solid ground. He quickly recollected his senses, facehoofing out of sheer disbelief. First, Sombra the King of Shadows. Then, the princess of the moon, Luna. Now, Peter, the goofy kid with the motor mouth, just defeated the ruler of Equestria, Princess Celestia, conceivably one of the most powerful beings on the planet. With Princess Luna, it was arguable if Spider-Mane's victory was luck, but with Celestia, the result was irrefutable.

They'd fought on even grounds, and in the end, Spider-Mane's endurance and durability proved to be the tipping point. Twilight and Cadance were right. Peter was more than capable of holding his own. Shining's ears lowered into his mane. His little sister had proven him wrong about her coltfriend (again). He slowly turned to face Twilight, only to be greeted by her confident grin and strategically arched eyebrow.

Shining rolled his eyes. "Fine. I was wrong." His hoof fell over his eyes with a clop. "Geez, Twilight. You're worse than my wife." He glanced off to the side. _'Good luck with her, Peter. You'll need it.'_

"At least I didn't have to say I told you so," she giggled before turning back to the courtyard and breaking the crowd's arguing by stomping her hooves in applause.

Her friends followed her example, cheering wildly as they leaned over the railing. The Crusaders bounced in place, screeching, _"Spider-Mane!"_ with all of their might (with 'younger sister' Applebloom and 'biggest fan' Scootaloo competing for who could scream the loudest). The Canterlot guards, though hesitant, showed the newcomer their respect, as did the nobles. The one notable exception was Photo Finish, whose unrestrained screams of "Marvelous!" and "Spectacular!" echoed from the crowd.

Twilight felt her chest grow tight and her smile widen. _'Peter, I knew you could do it!'_

"Listen to this, Spider-Mane," Celestia said softly, making certain her voice could only be heard by the pony beside her. Everypony's cheers increased in volume, echoing across the whole of Canterlot. "You have become a beacon of hope for our world, and you are a positive influence to those around you, especially Twilight Sparkle." Celestia paused, shifting her violet gaze to the group on the balcony. "I can earnestly say you and the wielders of the Elements of Harmony are our greatest champions. Which is why I believe it is time for you to take the next step." She turned to face Spider-Mane with a warm smile. "I ask that you disregard your secret identity and become something more."

Peter's eyes widened as Celestia proceeded to reveal to him exactly what she meant by that; he felt light-headed and wavered on his feet as she talked. That...couldn't be right. Him, a...? No. No, that wasn't right at all. He could accept the official title of "hero," maybe, since it did seem to fit Spider-Mane's job description, but _that_...? How could he ever hope to live up to _that_?

Celestia's soothing voice broke into his rising panic. "After all of your sacrifices, you deserve nothing less. Twilight believes this with all of her heart." The alicorn placed her hoof over her chest. "I do as well."

If not for his mask's design to hide his facial features, Celestia would have seen Peter's slack-jawed expression. The entire situation was surreal, and Peter couldn't help but question his own merits. He hadn't done anything that any decent person wouldn't have done in his place. He had power and used it responsibly. That was all. He didn't deserve this. He just didn't. Peter's mind spun, struggling to make sense of the situation, and his heart tightened as a part of him wondered if maybe this wasn't his life's purpose here in Equestria.

Yet, both sides of him collided in a battle of conceptions, raising more questions (and sadly, more doubt). Equestria was certainly safer than Earth, or rather, it didn't have nearly as many super-powered psychopaths roaming about. Plus, the inhabitants were kinder, opening their hearts far easier than the often petty humans did on Earth. In any case, a secret identity prevented the villains from hunting down his loved ones, but keeping the truth from those closest to him also proved to be ill-advised, leaving them surprised when things went awry. And it wasn't as if his friends and the inhabitants of Equestria were completely helpless, wielding their own form of magic - and six of them were the fabled Elements of Harmony, known to friends and villains alike.

Was the mask no longer needed? Was it finally time for Peter Parker and Spider-Mane to be openly acknowledged by everypony as one and the same? It was an ideal situation, to live in a world without that dreaded secret tearing his life asunder, but Peter steered his gaze skyward to the lavender alicorn on the balcony, the beautiful centerpiece of the stallion's fear. A part of him wanted to accept Princess Celestia's proposal, but he couldn't help feeling completely unworthy of everything that path would expect of him. After a moment's hesitation, Spider-Mane extended his hoof and fired a strand of webbing onto one of the castle's many roofs, shaking his head sadly.

"I'm honored, Princess Celestia, but..." Peter trailed off, his mind's doubts meeting with his heart's desire in yet another collision. He couldn't make a decision. Not right now. "I need some time to think," he declared. Jerking his hoof, the webbing recoiled and lifted the stallion with a spring, swinging over the castle's walls and out of everypony's view.

Princess Celestia watched the stallion, holding her ground. "I understand," she whispered, before the nobles, guards, and ponies on the balcony rushed to her side. There was much to discuss with her subjects, and Celestia knew she would have to attend to each question accordingly, despite wanting to comfort Peter and give him a little reassurance. However, as if a late realization came into mind, Celestia's eyes widened at the sight of her student (or lack thereof), who was nowhere to be found amongst the gathering masses, and her lips curled into a smile.

Something monumental was obviously on Peter's mind, and Twilight was already primed and ready to help him talk it through.

* * *

><p>Several hours had passed since the conclusion of the duel between Spider-Mane and Princess Celestia. The night sky had spread across the land, and the starlit sky gave the inhabitants the silvery light of the heavens to admire. Twilight's friends and the Crusaders returned to Ponyville, most having their jobs to attend to the next day. Cadance and Shining Armor went back to the Crystal Empire after things had settled down, but they agreed to come back tomorrow to review the situation with Peter and other matters.<p>

Peter remained in his quarters in Canterlot Castle. Princess Cadance was kind enough to use her magic to give his natural healing ability a boost and remove a majority of his pain. Though the minor burns were gone and risk of infection was cleared, the stallion's muscles still felt tender in some areas. The best thing he could do was sit tight and hope his fur would grow back. Peter also didn't want to risk aggravating Cadance, who seemed perturbed with her aunt for using a weapon made entirely out of fire, "when a force-construct would've been enough."

Peter rested flat on his back with his hooves placed gingerly over a pack of ice. He stared blankly at the ceiling as his mind attempted to sort things out with his heart. Needless to say, the internal debate was not progressing well, ending with irritated self-recriminations and pulsating migraines.

He shut his eyes, begging that the sweet release of sleep would take him away, but it was for naught, serving only to frustrate the stallion further. Once his brow furrowed, wrinkling the burned spot on his forehead, Peter cringed and cursed under his breath. His gaze lowered from the ceiling to the crimson mask resting over his chest, its bug-like lenses staring intently at the pony. Peter lifted the mask with his hooves and held it high over his face.

The mask had always been a symbol, resembling someone he always longed to be, but to those closest to him and who knew his secret, Peter and Spider-Mane were one and the same. That was the problem; they _weren't_ the same. Spider-Mane was who he wanted to be, who he needed to be. Spider-Mane was the mask he'd always worn to hide from who he was. But it wasn't _him_. Spider-Mane was the hero. Peter Parker was just...ordinary. Average. A total _loser_. He could never hope to live up to Spider-Mane's legacy of heroism, no matter how he tried.

For their sakes, especially Twilight's, he would gladly bid farewell to the mask, but it was debatable whether he even could. Peter sighed, a desolate shadow falling over his hazel eyes. He didn't want to let anypony down, but with his track record, there was a good chance of him failing miserably. And every time he did, someone always seemed to die.

"What should I do?" Peter whispered, as if his mask was listening. A soft knocking echoed from the suite's entrance, preventing the stallion from entering yet another mental argument. Forcing himself into a sitting position, Peter swiftly threw his mask underneath his pillow and faced the door. "Who is it? Come on in."

Magical energy wrapped around the knob, and the door slowly opened, allowing Twilight to peek her head into the room. She stammered upon spotting her stallion in the bed. "Were you asleep?" She blushed, her embarrassment evident. "Did I come at a bad time?"

Peter's lips curled into an earnest smile, filling the mare with a sense of warmth and relief. "You know I always love seeing you, Twilight," he said, shaking his head. "I couldn't really get to sleep anyway."

"You've been here the entire time? I've been searching for you since you left the courtyard," she said, brushing a few strands of her mane behind her ear. "It's always in the last place you look."

"Because you've found what you're looking for. HA!" Peter laughed uproariously before clutching at his side, tears forming in his eyes. "Ow... It hurts to laugh."

"That's not even particularly funny." Twilight stared blankly at the stallion. "Is that another one of your references? If you don't stop, it'll only hurt worse."

"Please, babe. Let's not have a _heated_ argument." His pain indeed worsened, leaving the stallion to whimper pitifully. "Love me tender... Love me true..."

Twilight rolled her eyes. "...Why do I even try?"

She took the moment to close the door and make her way to the stallion, who scooted to the edge of the bed and embraced her the instant she got close. His hooves fell over her slender shoulders as Peter's gaze fell to the opened window on the other side of the room.

The lavender alicorn examined the extent of his burns, obviously discomfited at how many of them there were, but relieved at how much they'd healed since the fight. "How are your hooves? Can you walk?"

Peter shrugged, mentally taking stock of just how much they hurt. "I can now. Cadance patched me up not too long ago. As long as I'm not on them for too long, I should be fine. It's everything else that's bothering me, really."

"How about we talk about it?" Twilight suggested quietly, placing her hoof over Peter's cheek and bringing his gaze to meet hers. The stallion's mouth opened, but the mare's hoof slid over his mouth before a response could be made. Twilight shook her head. "No. Not here. I was thinking somewhere a little more...private." She smiled as her cheeks gathered heat. "There's a beautiful spot on the outskirts of Sweet Apple Acres called the Winsome Falls. Would you...mind if we go there right now?"

Relinquishing his hold, Peter edged away, but he reached down and placed his hoof over Twilight's. "Bamf us there, Nightsparkle."

Twilight's horn glowed momentarily before both ponies disappeared in a bright flash of light.


	34. A Twilight Affair

_**Chapter Thirty-Four "A Twilight Affair"**_

_Nineteen Days Remain_

Clouds were scattered across the darkened sky, concealing some of the stars out of jealousy, but they could not do the same for the nearly full moon, its muted rays lending light to the land. Glowing, psychedelic rainbow colors were jumbled together around the falls, mainly due to the lack of sunlight straightening them out, but the sight was a gorgeous one, something nopony ever really saw. It was fortunate Princess Luna did regularly, and that she had suggested the sight to Twilight. A gentle breeze brushed through the leaves of the forest, spreading their crisp, clean scent throughout the area.

At this hour, most of the village's inhabitants were in their homes or asleep, and this meant the Winsome Falls were practically abandoned, exactly as Twilight anticipated. She walked beside Peter through the forest path in a comfortable silence, the only sound other than their hoofsteps being the gurgling of the river and the rustling leaves. Twilight stole occasional glances out of the corner of her eye, finding Peter with his beautiful hazel gaze fixed on the ground every time. It seemed that, lost in his train of thought, he was too distracted to notice the light being refracted through the spray of the river, turning the entire thing into a churning rainbow of psychedelic whirls and eddies, even in the soft, silvery moonlight.

His brow was furrowed, revealing he was deep in thought, and small, strained grunts of pain escaped from his mouth with each misstep he took, though Peter hid his discomfort with a very forced, stiff smile. In order to provide some relief for the trip, Twilight lifted the stallion from the ground with her telekinesis, traveling with him hovering over her shoulder. Peter almost tried to complain, but the pain pulsing through his hooves made it difficult to do so (despite his diminishing pride).

Twilight frowned as her violet eyes wandered across her stallion's physique, particularly the patches of missing fur in his coat and his burned hooves. Peter was shaping up to be one of Equestria's most powerful beings, but he was certainly not invincible, something the mare had learned several times through personal experience. Twilight stopped in her tracks and directed her gaze to the river, prompting Peter to mirror her actions. The moon's reflection shone brightly at the center of the water while the clouds were a darker shade of purple along the wet surface.

Twilight's eyes widened once she found a vacant spot along the river's bank, and the mare wasted no time in taking a seat, the cool touch of the soft grass providing a comfortable seat. She turned and gently released the stallion from her telekenetic grip, giggling as she motioned for Peter to join her side. Abashed, the stallion did as he was instructed and gingerly sat along the bank, grumbling incoherently as his muscles ached in protest, but with some effort, Peter managed to find comfort through his pain, evident by the genuine smile on his face.

Unbeknownst to him, Twilight could not pry her eyes away from his body. The skin underneath his coat was an angry shade of red. While Peter's accelerated healing factor had fixed all but the worst of the damage, the average pony would still say the stallion looked absolutely terrible, with his fur in patches and skin inflamed. However, such a thought never occurred to Twilight. The color in her cheeks brightened as she leaned closer until her flank touched his, and her lips pecked his cheek affectionately. To her, Peter was gorgeous, and she felt no shame in admitting this.

"What you did today was amazing, Peter," Twilight said, finally ending the silence that built between herself and the stallion.

Peter scratched the back of his head, blushing as he accepted the compliment and act of affection. "It was nothing," he muttered, chuckling nervously. Twilight giggled at the response. It was nice knowing she could trigger this reaction in her coltfriend. After an embarrassing amount of time, Peter cleared his throat and grinned. "But I do appreciate the compliment."

Twilight's brow furrowed. She slid her hoof underneath Peter's, making certain to avoid touching and irritating the very visible burn spot. Her eyes softened. "How much does it hurt?"

Peter watched the mare caress his hoof with both of her own, and his fur tingled at Twilight's soft touch. "I'm sore, but I've recovered from worse." The stallion pressed his free hoof underneath the girl's chin, bringing her violet gaze to meet his hazel one. "It's not nearly as bad as the time I fought Firelord." He raised his brow and nodded, remembering the burns sustained from that day vividly. "Seriously. _Firelord_."

"You know..." Twilight trailed off, shaking her head disapprovingly. "I'm never going to understand any of your references, no matter how much you keep using them."

Peter shrugged. "Well, _excuse me_, Princess."

Twilight's expression turned blank, bemused. "You're doing it again."

Smirking, Peter reared forward and kissed the tip of Twilight's muzzle. "I'm sorry, but my princess is in another castle."

"Stop it," she whined, feeling the heat in her face rise.

While she could earn reactions from Peter on occasion, it was frustrating knowing that the stallion could get under her fur with insignificant ease. Yet, it was something she loved about Peter at the same time. As to why she felt this way, well, that was a mystery to Twilight, but from what she'd gathered from Cadance, it was perfectly normal for a mare to experience this conflicted feeling. Twilight forced out a sigh. Even now, love continued to be a needlessly complex development in her life; her alicorn attributes were easier to understand in comparison.

Despite the frustration she felt on the matter, Twilight could only smile, knowing she wouldn't change it, or Peter, for anything in the world.

Peter rolled over onto his back, resting his head against the mare's side. "I feel like nobody understands me," he sniveled dolefully, shifting his gaze to the purple-tinted sky.

"That's because nopony does," Twilight shot back, turning her head so that she came into Peter's line of sight. The stallion poked his lip out in mock-hurt fashion, but his expression softened once Twilight's hoof fell over his chest, prompting him to gently kiss the tip of it. The mare smiled. "But I'm happy to try." She brushed a few strands of his chocolate-colored mane free from his face, allowing Peter to fully see the pleading visage his mare suddenly bore. "Please... tell me what's wrong."

The pair remained in silence for a few moments. Peter placed his hoof over Twilight's and pulled it over his mouth, breathing into her fur while he took in her sweet scent. Throughout his time in Equestria, the stallion battled his insecurities, but every time it seemed he would fall into the lowest depths of his doubts, Twilight was always there to lift his spirit. He couldn't put into words how much that meant on its own, and that appreciation was strengthened by the fact that Princess Celestia's offer was suggested by Twilight in the first place.

However, this only added to Peter's doubt. Twilight continuously put an unbelievable amount of faith in the stallion, despite the fact that he couldn't believe in himself in the slightest. Peter felt a lump in his throat that refused to be swallowed. He'd let those closest to him down before, and he didn't want to fail the love of his life for a second time. Twilight's gaze softened as Peter's hoof clutched at her own, as if desperate to hang on and not let go. She knew at least part of his past and how it had shaped the stallion Peter proved himself to be.

Despite his great power, Peter was a gentle soul, desperate to do the right thing, and even if it cost him in the end, he always saw it through. This was _his_ decision to make. Twilight accepted that, but she wanted her stallion to receive respite from his countless sacrifices. She continued to stroke his mane and caress his hoof, giving Peter some reassurance while he gathered his thoughts.

"I guess you already know what I'm thinking about," Peter muttered, sighing once the mare gave him a simple, affirming nod. The stallion felt himself leaning further against Twilight's warm flank. He turned on his side, keeping his hoof placed over hers, and directed his gaze to the river, finding himself drifting into the glowing, rainbow-colored rays hovering over the water, but Twilight's wondrous scent kept him grounded, gently reminding Peter of the mare holding him closely. "Do you think it's the right thing to do? Once I reveal my identity to the world, there's no coming back."

Twilight closed her eyes. "I do, but I understand why you're so hesitant about the whole thing." Smiling, the mare carefully slid her hoof along Peter's limb, making certain not to grace any of his sensitive marks. "With all of the enemies you made back in your old world, it only made sense to keep your identity a secret." Her face twisted into a glare that scared Peter. He had never seen her so angry; not even at Trixie, who had forced her way into their lives through blackmail. She released Peter's foreleg, slamming her hoof into the ground out of frustration. "Plus, if that cruel man running the newspaper ever found out who you really were, I can't imagine the abuse he would have put you through."

Peter clutched at his side and groaned despite himself as he worked himself back into a sitting position. He placed his hoof over her shoulder. "Twilight..."

She avoided his gaze, keeping her gaze fixed on the river. "Things are different in Equestria. You have friends...and me." Her cheeks flushed, but she ignored the burning sensation. "Everypony loves you here! We're not like the ponies... _people_... on your planet! We actually appreciate the things you do! What pony goes out and helps others without asking for anything in return every day of his life? Nopony but you, Peter!" Her eyes began to burn, forcing Twilight to shut them tightly. "I just... want everypony to know how much of a hero you really are. You deserve it! And so much more..."

A pair of stray tears escaped from the corner of Twilight's eyes. She cursed under her breath and wiped them from her face with her hoof, despising how she never seemed to keep a secure grip on her emotions whenever Peter was involved. However, her action did not go unnoticed by the stallion. He placed a carefully aimed kiss on Twilight's ear, allowing his hot breath to brush against it playfully. The alicorn stiffened, taking in sharp yet pleased breaths. When she turned to face Peter, his lips fell over hers with precise accuracy, causing Twilight to yelp inside of his mouth, but her surprise quickly faded, allowing the mare to moan contently.

Peter ended the kiss abruptly, much to Twilight's dismay, but he gently pressed his muzzle against hers, assuring he was at the center of the mare's large, glossy eyes. "It's the _more_ that's bothering me...but if you believe in me, I'll do it. Just because the world will know who I am, doesn't mean I'll quit. Equestria needs Spider-Mane. He just won't be wearing his mask as much." His gaze lowered, shame filling his features. "I just hope this is something Uncle Ben would understand. I wouldn't want him to think I'm doing it just to stroke my own ego."

"I-I can't speak for your uncle," Twilight said hesitantly, shaking her head, but she forced herself to smile. "But if he was as great a person as you told me he was, then I believe he would be proud of you regardless." Her tears resurfaced, sliding down along her cheeks. "You don't have to hide behind the mask anymore. Let everypony know that Spider-Mane is Peter Parker..." Her voice became choked, but Twilight smiled as she sniffled. "...and he's the pony I love and support. Always."

Peter synced his lips with Twilight's once more, this time more passionately. His hooves traveled, one brushing through Twilight's silky smooth mane, while the other caressed her shoulder. Twilight's mind grew fuzzy as she involuntarily shuddered, her body enjoying Peter's touch to a severe degree.

He pulled from her lips again, earning a feral, agitated groan from the usually calm bookworm, and smirked. "What if the bad guys attack me through you and the others?"

"Then we'll stand by your side and use the Elements of Harmony to blast them into submission," Twilight proclaimed, resuming the kiss.

Her signature pink strand of mane fell over her snout, landing on the tip of Peter's muzzle in the process, but the stallion used his hoof and brushed it behind the mare's ear, trailing it lightly across her waist afterward. Twilight's moans increased in volume, echoing between the branches of the forest. Her head felt light, this blissful wave of pleasure threatening to take her over the edge, but before she could see how much deeper their intimacy could run, Twilight's wings sprang to life, stiffening as they perked high above her head and body.

She broke away from Peter with a surprised yelp, but her expression quickly grew exasperated once her mind registered the appendages on her back, evident by the pink flush in her cheeks. Now Twilight understood Fluttershy's plight. She only hoped this wouldn't happen in public whenever her and Peter go out. However, the mare found a way to smile, despite her vast embarrassment, and glanced off to the side.

"I'm not going to just stand back and let you fight the world alone," she whispered, reverting her gaze back to the stallion. The moon's milky image reflected off the surface of her violet irises. "So don't worry. I know you're going to do your best to protect me and everypony else. I promise I'll watch out for you, too. We all will." Her smile grew. "Okay?"

The stallion simply nodded, seemingly satisfied with the answer he was given. It was true. Twilight and the others were saving Equestria before Spider-Mane even showed up. If anything, it was nice having support from friends who could hold their own in the face of danger. Peter's mind continued to ponder over the situation, desperate to diminish what little hope was brewing in his heart. Yes, maybe he could disregard his identity for the sake of his friends, who could zap the forces of evil to oblivion with the Elements of Harmony, but there was another fear holding him back.

Peter slid his hooves under Twilight's limbs, lifted the mare gently, and softly placed her on her back, minding to stretch her wings out to avoid putting any uncomfortable amount of weight on them. He placed himself directly over her, managing to plant a series of kisses on the side of the mare's neck. Twilight squirmed under his position, her mind melting into goo and fur standing on end, but as if he were teasing her in a cruel manner, Peter stopped what he was doing, giving his lover a playful smile and earning a second, agitated groan in return.

Her gaze fell to the side. Twilight could not explain what the burning sensation in the bottom of her stomach was, or why she begged to dive into it fully. Peter was striking the most sensitive parts of her body with the greatest accuracy and wondrous of touch. She didn't want it to end, but her stallion insisted on teasing her, feeding the arousal within her body with only bits of her intent. The temperature in her face rose as suggestive thoughts plagued her mind, adding to the urges she struggled to repress.

Fortunately, before she could lose her senses, Peter brought his hooves over both of the mare's cheeks, prompting Twilight to meet his hazel gaze (which stood only an inch or two from her face). Their body height conjoined, igniting a sudden temperature increase between the two. Small beads of sweat formed over Twilight's body, but she found herself hanging on his silence, not caring what transpired in the outside world.

"Princess Celestia said you believe I earned this. I can't say I fully agree, but..." he paused, finding Twilight's irritated glare impossible to ignore.

It practically screamed _'Stop thinking like that!'_

His insecurities would always remain, but with a girl as supportive as Twilight, it was easier to at least tune them out more than usual. The inside of his chest tightened, Peter's heart swelling with a new resolve. Not even his cynical mind could refute the idea of embracing something with positive repercussions, but for the first time since he received the news of his impending, changing future, Peter's thoughts, both from his mind and heart, agreed on the common fact that needed to be stated.

"Twilight, I love you," he said earnestly, closing the gap between the mare's mouth and his own. "I'd give anything and everything if it would keep you safe and make you happy." He slammed his eyes shut and shook his head shamefully. "I just don't want to fail you like I did Gwen. You mean so much to me. If you really think I'm worth it... then maybe-"

Peter´s sentence was cut short once Twilight's lifted her head and silenced the stallion with a deep kiss, her hooves wrapping around his neck. She opened her mouth, allowing Peter to explore her further with his tongue, and he accepted the gesture, leaning forward until his horn brushed against hers. Her mind felt light, fleeting as it explored a new realm of wonderful sensations. Small traces of magic escaped from her horn and circled into Peter's. This caused a chain reaction, his own magical energy intertwining with Twilight's, and the surge coursed through both ponies that same moment.

There was no backlash or any volatile reaction. In fact, Peter felt something stirring within his heart. He halfway opened his eyes, all while maintaining full control of his kiss, and found Twilight staring at him intently. Peter dove into the deep, violet ocean in her eyes, instinctively pressing his body further against hers in the process in spite of his nagging injuries. Twilight's wings stiffened profusely, but she paid it no mind, daring not to end this fabulous moment. Peter's heart threatened to spring out of his chest, for it knew what Twilight was saying, not with words but her actions. The message was simple, enforced by the want in her eyes.

She loved him and would support him regardless.

Eventually, the pair mutually parted lips, both in need of air, but the sense of giddiness within Peter continued to swell, allowing the stallion to smile confidently. The answer was there as it always had been. Earth was in the past, and Twilight was the present and future of Peter's life. While he still had his doubts and fears, the stallion always wanted to be there for those who helped give him a second chance at life. If shedding his secret identity would help protect them and the girl he loved in the end, Peter would gladly do so. It's what his Uncle Ben would want.

As far as the other changes were concerned, Peter would only accept because Twilight wouldn't have it any other way. She was going through serious changes of her own, having become an alicorn and a princess overnight. It was certainly a learning experience, and Peter wouldn't have been happier to help her through it as she would do the exact same for him.

"Fine, I'll do it, but there's a few ponies I'd like to tell first before we go to the public," he grinned, rubbing his hoof over a bushy patch of fur on the mare's chest. Twilight stifled a smile, struggling not to succumb to laughter, but Peter proved to be merciful, removing his hoof as he forced himself back to a sitting position. "I'll tell you about it in the morning. This is still pretty big for me. I mean... the world's going to know the truth about me soon."

"It won't be so bad. We save the world, and everypony doesn't fawn over us. As long as you don't toot your horn about it, everypony will give you your space." Twilight let out a relieved sigh. "At least I don't have to worry about you growing a massive ego."

Peter laughed. "Rainbow Dash?"

Twilight nodded, smiling sullenly. "Exactly."

Straining, Peter stood back on all four hooves, much to his aching body's detriment. Twilight's eyes widened as she sprang to a standing position, but Peter's hooves wrapped around her neck, pulling the mare into a swift embrace.

"I'm doing this for you more than anything else. You're an amazing girl who found a way to believe in a loser like me." Leaning away to share a glance, Peter's open smile shone as bright as the moon in the sky. "But no matter what happens, I'll always be there for you. Even if I die trying."

Twilight felt her breaths shorten. They were but simple words, yet coming from Peter, there was a great weight that carried them forth. Their exchange was nothing short of simple. However, Twilight meant what she said, and judging from the giddy sensation that culminated from within her chest, she could sense Peter was just as sincere. Her relief swelled, blossoming into unrestrained happiness. Twilight's smile grew to match the width of Peter's, and a pair of tears slid down her flushed cheeks. The mare found herself giggling, still happy despite her forming tears.

Like before, she felt frustrated as she continued to have difficulty understanding the emotions brought out over her love for Peter, but Twilight didn't care at the moment, only wanting to enjoy them to the fullest. Peter reached out, brushing away her tears with his hoof, before leaning forward and planting a soft kiss on her forehead. Twilight shuddered at the hint of contact but maintained her smile. By the stars, she would never grow tired of that.

"Thanks, Twilight... for everything," Peter said honestly, placing his hoof over the mare's shoulder. Twilight simply nodded, infected by his enthusiasm, and leaned into the stallion's touch. A gentle breeze brushed through their manes, whipping Twilight's long locks while only rustling Peter's short, unkempt strands mildly. The stallion closed his eyes and huffed, a small realization coming to mind. "I have to say I'm sorry, too."

Twilight's brow furrowed. "Huh? Why do you say that all of a sudden?"

Without warning, Peter threw his hooves around Twilight's body and jumped over the bank of the river. The mare let out a high-pitched squeak as she entered the river's cool embrace, paddling for several moments under the water before emerging with a spluttered gasp. The surface of the river was surprisingly cold, thanks to the lack of sunlight and cool breezes brushing through the forest. Twilight shook her head, freeing her drenched mane from her face, and found Peter surfacing a few hoof-lengths away, a mischievous grin on his features.

"That was _completely_... unnecessary," Twilight said, paddling over to his position.

"Well, I _did_ apologize in advance," Peter smugly replied, prompting the mare to take a wide swing of her hoof and splash water over his face before he could finish pronouncing the 'c'. "Or did you think my plan was all _wet_?" he added, quickly receiving a second splash of water for his trouble. Peter could only smirk. "I guess this doesn't _float_ your boat."

In response to his spider sense, Peter dove under the water before Twilight's splashes could connect, and he quickly emerged behind the mare, wrapping his hooves around her frame in a playful manner. Eventually their laughter subsided, allowing Peter to place his lips along the edge of Twilight's ear.

"You're so beautiful," he whispered, lowering his mouth to plant a kiss on her cheek. "I love you."

Peter held the mare immensely close, possessively as his grip tightened. Despite the cool temperature the river and wind brought, Twilight found herself melting away in the warmth of Peter's embrace. She leaned against him and nuzzled the side of her face into the stallion's neck, cooing at the comfort she felt. If time in the world froze this very second, Twilight would give no objection, happy to spend the rest of her days in the hooves of her love.

Words could not describe how strongly the alicorn felt about the current situation and the approaching one, but she knew with a resolve as strong as the one she and Peter shared for each other, nothing would ever drive them apart. Raising her head, Twilight's mouth managed to locate Peter's, and the pair shared a kiss under the starlit sky, not before giving each other one more touch of reassurance in the form of three simple yet powerful words.

_"I love you."_

* * *

><p>Quite some time had passed, but the inside of Canterlot Castle remained silent in respect for the night. Peter quietly escorted Twilight through the halls to her personal quarters. Though they had dried themselves, evidence of their river charades lingered thanks to their drenched manes, but both ponies didn't seem to mind, smiles wide as they walked nuzzled together. They finally reached Twilight's bedroom door, and nopony was in sight, the guards patrolling the outside of their respective hallway.<p>

Peter reached down, taking the mare's hoof in his own, and smiled warmly. Twilight's cheeks flushed to a shade of pink in response, but she giggled, finding the giddy sensation in her chest was too welcoming to tune out. They gazed upon each other, and in that one moment, Twilight could not see, hear, or feel anything else- only Peter. Her lips brushed his. She wasn't sure who moved into the kiss first, but Twilight drank him in, nervous passion seeping into her muscles.

Peter smiled. "Good night, Twilight."

Twilight felt her cheeks flush. "Yeah... Good night, Peter."

The stallion nodded, slowly turning to make his exit. He heard the door open behind him, but before he could progress, Twilight grabbed him by the limb and dragged him into her quarters. The door closed magically shut tight, the tumblers in the lock clicking soundly. Underneath the moon, two stars danced together, and in a bright flash of light, they conjoined, shooting off into the distance as one unit. No matter what lays in the future, those stars would remain together, their hearts supporting each other until the end of time.


	35. Sharing is Caring

_**Chapter Thirty-Five "Sharing is Caring"**_

_Eighteen Days Remain_

The hours were early by his standards, but Peter found himself wide awake before noon. It was a small price the stallion had to pay for sharing the same bed as Twilight last night, but Peter didn't mind as he sat outside of the throne room with his gaze fixed on the ground. A meeting was called between Shining Armor and Princesses Celestia, Luna, Cadance, and Twilight, but Peter was asked to wait outside for the moment. From what he'd gathered, the discussion was centered around Spider-Mane's bout with Celestia and his decision to reveal his identity to the public.

Celestia promised that Twilight's part in the meeting would be short, thus giving the young couple the entire day to sort things out. While Peter's wounds had healed exceptionally well overnight, considering the level of damage his body sustained, the stallion advised (borderline ordered) by Cadance to keep from doing anything strenuous for the day. The alicorn even filled the missing patches of fur in for the stallion, hiding the evidence of the previous battle.

Peter's mind was centered on another matter. He was going to reveal his identity to the world soon. That fact alone kept the stallion on edge. As to _when_ that would happen remained to be seen, but before the news can go public, there were a few select ponies Peter wanted to share his secret with first. That meant two stops had to be made once Twilight concluded her business with the others. It was only right to tell these specific ponies the truth, considering how close they were to him personally (or would be soon, anyway). Peter's heart rate quickened, a sign of his well-developed trepidation.

There would be consequences for this course of action. Peter accepted that, but he only hoped their reactions wouldn't be negative or volatile. Suddenly, his ears perked at the sound of the door's protesting creak as it slid open. Peter turned his head in its direction, only to be greeted by Twilight's beautiful smile. The temperature in the stallion's face rose. The mare bore the same smile earlier in the morning, both in her sleep and when she awoke. Its effect was telling, fueling Peter's desire to match Twilight's smile to the best of his ability, but the task was impossible, for he could never replicate something so beautiful.

Forcing himself to his hooves, the stallion found himself drowning in the ocean of bliss as he made his way over to the mare, refusing to divert his gaze elsewhere. The best he could do was ensure Twilight stayed happy and smiled like this more often.

Peter tilted his head to the side. "How'd the meeting go? What's the word?"

Twilight stood silent for a few seconds, inflating the stallion's nervousness by a considerable margin, but she broke her silence with an innocent giggle. "They're all happy you considered this." Her smile seemed permanent. "It was agreed that your revealing and ceremony will take place the same night as my princess coronation. Minutes after, to be exact." She closed the gap between herself and Peter, their muzzles only inches apart. "Is that okay with you?"

Peter's eyes widened but quickly fell to the side, shame filling them. "The same night? But the coronation's meant to be _your_ night!" Shaking his head disapprovingly, the stallion sighed solemnly and placed his hoof over the mare's cheek."We can reschedule. I want my princess to have her moment. Trust me. You've earned it."

Twilight's smile deepened as her heart swelled. "You're so sweet, Peter, but I talked it over with Princess Celestia already. All things considered, I want it to be _our_ night." Giggling, the mare stepped past the stallion, but not before planting a sweet kiss on his cheek, and once he nodded in defeated fashion, Peter followed, walking alongside her. "So are you sure you want to do this now? We can wait for them to find out during the coronation," Twilight suggested, taking a moment to readjust the crown on her head with her golden-laced hoof. It would take some time to get used to having to wear such attire on a daily basis. "I don't want you to think you _have_ to do this for my sake. We're already asking enough of you as it is."

Peter tightened the strap of the backpack on his shoulder. "No, it's better to tell them now than to spring it on them at the last minute. Yeah, I'm nervous, but as long as you're there with me, I can deal with whatever happens." Trotting ahead, the stallion stepped in front of his mare, cutting off her path. He reached down and took one of her hooves into his own. Peter frowned, his demeanor matching a serious one all of a sudden. His tone was overly dramatic. "Twilight, I love you, but if I don't survive this, I want you to have my chemistry set. Just promise me you won't genetically alter any spiders."

Twilight rolled her eyes. "Oh, stop it."

"You also can't experiment with gamma radiation," Peter added, stroking the fur over the mare's hoof affectionately. "Green is totally _not_ your color."

Exhaling, Twilight stared blankly at the stallion. "Peter...what did we say about references only _you_ understand?"

"Yeah, you're right," he countered, giving an affirming nod. Twilight prepared to let out a sigh of relief, but Peter grinned. "Replicating the Super Soldier Serum is off-limits, too."

"Peter!"

* * *

><p>"You can't imagine how happy I am to see you two again!" Velvet giggled uncontrollably, magically levitating two glasses of lemonade over to the table across from the young couple sitting on the couch. The older mare practically skipped over to the chair next to her husband's and took a seat, smiling widely. "This is a pleasant surprise! Now what brings you here?"<p>

Twilight, using her own magic, lifted the cup over her mouth and took several sips of the sweet beverage before gently placing it back over the table with a giggle. "Actually, Mom, it was Peter's idea that we come by for a visit," she said, sharing a glance with her stallion, who simply scratched the back of his head diffidently. Clearing her throat, Twilight placed her hooves on the sofa and sternly glared at her parents. "There's something we need to talk about. It's...really important."

"Does it have _anything_ to do with your injuries?" Nightlight interrupted abruptly, unable to pry his eyes away from the heavily bandaged stallion. He frowned, furrowing his brow. "Please tell me it wasn't another timberwolf attack. If so, you have horrible luck, son."

Waving his hooves defensively, Peter promptly denied the accusation. "No, sir. It wasn't timberwolves," the stallion trailed off, taking the time to force the lump in his throat down into his stomach. Biting down on his lip, Peter sorted through his mind for possible explanations, but there was only one truth to give, it being significantly difficult to say outright. "It was never timberwolves. I'm sorry for lying to you. The truth is...I'm actually... Um..."

His mind and tongue failed to coincide, making it impossible for the stallion to form the simplest words without stammering. "This is so much harder than I thought it would be," he confessed, cursing the fact that, after all these years, it was easier to lie than to tell the truth in regards to his alter ego. Suddenly, as if sensing his diminishing nerve, Twilight placed her hoof over Peter's and gave the stallion a warm, reassuring smile. Despite the bandages wrapped around his hoof, he could feel the mare's warmth seep through the adhesive tape and spread through his limb.

Twilight's smile carried a similar effect, channeling a wave of positive energy through his soul. His words from earlier returned, enforcing his emotions held for Twilight. No matter what happened, as long as she was there by his side, he didn't care how things turned out. Inhaling deeply, Peter shared one more smile with Twilight before turning his attention back to her parents, all while keeping their hooves together.

"Mrs. Velvet. Mr. Light," Peter started, sliding his free hoof inside his opened backpack to retrieve the damaged costume from within, but while several portions were burned away, the mask and spider emblem over the chest were still intact respectively. "I'm Spider-Mane."

The room fell silent for awhile; the only sounds to be heard were those coming from outside of the Sparkle household. Velvet and Nightlight stared at the stallion with their eyes wide. Peter's ears fell into his mane, and before long, he slammed his eyes shut, bracing himself for the backlash that was sure to come. Twilight continued to caress her stallion's hoof, but her gaze remained firm and centered towards her parents.

After an agonizing amount of time, Velvet's horn glowed, enveloping Peter's costume in magical energy before levitating over to her position. Her hoof brushed over the material several times, all while minding the holes riddling the tights.

Nightlight raised an eyebrow, shifting his attention from the tattered costume to his daughter. "Is this true, Twilight?"

Twilight nodded. "Yes, Dad. It's very true."

"I see." Nightlight turned his gaze to Peter. "So you're the hero that's been taking the world by storm?" The older stallion placed his hoof under his chin, but instead of yelling at the top of his lungs (as Peter expected), Nightlight found a smile as he let out a relieved sigh. "Velvet and I had our suspicions, but it's still a little surprising to say the least."

Peter's eyes shot open. He slowly raised his head and was greeted by the surreal sight of two welcoming smiles in contrast to what his mind had played out for the past twenty-four hours. "So, you two...aren't upset?"

Velvet's smile widened upon hearing Peter's confession. "Of course not, dear! This just answers so many questions!" She stood from her seat and made her way over to the young couple. Once hoof-lengths away, Velvet magically surrendered the costume to Twilight. Suddenly, before anypony could react, she wrapped her hooves around Peter's neck and pulled him into a warm embrace, unaware of how high the stallion's body temperature rose due to the contact. "We knew the pony our little Twilight would fall for would be just as special as her."

Twilight whined under her breath. "Mom, stop. Peter's still injured from yesterday."

"...Am not," Peter chided, resisting the urge to return the older mare's embrace.

The alicorn's cheeks flushed as mild irritation filled her voice. _"Yes, you are."_

Peter grinned into Velvet's coat, which had a scent significantly similar to Twilight's. Once again, in spite of his mind's cynical train of thought, Equestria continued to surprise the stallion in the best ways possible. Velvet finally heeded her daughter's advice and ended her embrace with Peter, but she stayed close, prancing in place with the heightened enthusiasm of a schoolfilly. Exasperated, Twilight could only bring her hoof over her forehead as her mother attacked Peter with several questions all related to Spider-Mane, some more trivial than others.

"Your costume! Who designed it?"

Peter laughed, the sound a combination of giddy relief and nervousness. "Uh, I made the original design, but Rarity's put her own spin on it nowadays."

"It's quite unique!" Velvet giggled. "Do you actually make your own webbing?"

Scratching the back of his head, the stallion shrugged. "As in like how actual spiders do? No. I invented web-shooters that I strap to my hooves. The process is tricky, but I have chemical capsules installed in the mounts."

Velvet´s eyes wandered across his body. "You're so fit." Twilight and Nightlight rose their brows respectively, only to groan outwardly once the older mare placed her hooves over her warm cheeks. "I've never seen a pony so flexible and athletic in my life! You must work out a lot."

Peter blushed at the compliment. "Well, thank you, I guess. Some of it's all genetic, but web-swinging across and fighting princesses is a lot of work, too. Twilight asks me the same thing." The alicorn rammed her hoof into his side, prompting the stallion to clear his throat forcefully. "It's nothing, really."

"Um... If it isn't too much trouble... May I ask a favor?" When Peter nodded, Velvet sped out of the room but came back with a small, rolled-up poster in her magical grasp. She opened it, revealing a picture of Spider-Mane swinging alongside Spitfire. "Could I have an autograph? As you can see I'm something of a fan!"

Peter groaned inwardly. "You are? Well...thanks, but I'm not really used to this kind of attention..."

Twilight giggled. "It's true. Peter's unusually modest when it comes to recognition. He always goes out of his way to avoid it."

Velvet gave the stallion a friendly wink. "Shy _and_ modest? You're so cute, dear!"

"So!" Nightlight finally called out, interrupting his wife before she could proceed any further. "What made you two decide to tell us all of a sudden?"

Twilight cleared her throat before going into detail regarding Princess Celestia's plans for Peter. The information was classified, meaning only a select few ponies were aware, but because of their close relation to both Shining Armor and Twilight, Velvet and Nightlight were allowed to know the truth before the main unveiling. Once the details had been shared, the alicorn slid back into her seat and gave Peter a confident smile, who diverted his uncertain gaze to the side. Even now, it seemed impossible for the stallion to believe what was about to happen.

Clapping her hooves together, Twilight's tone lightened and filled with eagerness. "It's all going to happen the night of the coronation! I'm so excited! Are you two still coming?"

"Of course we are, honey!" Velvet answered without a hint of hesitation, matching Twilight's cheerful demeanor.

As Peter watched the mares converse, his lips curled into a smile. At first glance, Twilight and Velvet could have been mistaken as sisters instead of daughter and mother, but as much as he would have enjoyed watching them talk or relishing in his small victory, Peter knew the day was not done. There were others that needed to learn the truth, but all things considered, the next confession would probably be easier than Twilight's parents.

"...Peter?" Velvet had leaned over until her face was only inches away from the stallion's muzzle. Gasping out loud, Peter jumped without thinking, latching onto the ceiling upside-down. He chastised himself, hating that Twilight's mother caught him in the midst of thinking too hard. Eventually, he forced himself back down, landing a few feet from a surprised Velvet, and took the moment to gather his composure and sip at his lemonade. With a mischievous grin, the older mare shifted her violet gaze between Twilight and Peter. She couldn't help but tease the pair. "So, when can I expect to see grandfillies?"

Unfortunately, Velvet's question came at an inopportune time, namely while Peter was in the midst of drinking his beverage. He snorted involuntarily, choking back some of the lemonade in the process. Unfortunately, a large amount of his drink shot from his mouth and met with Velvet's face. As the stallion struggled to breathe, Twilight patted him across the back, and her face flushed to a dark shade of red as she chastised her mother for her inappropriate sense of humor. Nightlight, on the other hoof, laughed uproariously at the sight, feeling a sense of nostalgia take hold. When his son first started dating Cadance a few years ago, Velvet pulled the exact same stunt...

...and earned a similar reaction. It didn't help Peter was just as awkward as Shining Armor used to be.

* * *

><p>A couple of hours had passed since Velvet and Nightlight learned the secret of Spider-Mane's identity. Peter and Twilight would have arrived in Ponyville sooner if not for her mother's insistence that they stay for lunch. Now they stood outside of the treebrary, waiting for Spike to gather some of his possessions, and Trixie remained to herself, stretched across the sofa with her gaze fixed in her book.<p>

Peter furrowed his brow at Twilight. "So you have to go back to Canterlot already?"

She shook her head. "Yeah. I just have to return to the meeting. There's quite a bit we all need to talk about." Twilight paused, shifting her gaze to the outskirts of the village. "Will you be fine on your own?"

The stallion nodded. "Yeah, I'll be okay. I've got some backup."

"Who?"

"You can speak pig-Latin, right?" Peter looked around suspiciously for eavesdroppers before he brought his hoof to his mouth and whispered sotto voce, "I ave-hay Applebloom-hay."

Shaking her head, Twilight grumbled under her breath. "Peter. I have to ask... Just how many times were you dropped on your head as a foal?"

"As a foal? _Technically_, never, but-"

Twilight threw her hoof over his mouth, exhaling loudly. "Just...be quiet."

Grinning, Peter gently brushed the mare's hoof away. "Spike told me they'll be waiting in the usual spot. I just hope they won't freak out too much.."

"Good. I'm sure everything will go well," Twilight whispered, her voice filled with gentle assurance.

Once Spike stopped by her side with a pen and scroll in hand (or claw, in this case). "Twilight hasn't stopped talking about this. The sooner we get this done, the sooner she'll stop worrying. Honestly, I don't know why she's stressing over it. It's not like anything can go wrong. Right?"

Peter waved his hooves frantically. "Don't _ever_ say, 'What could go wrong?' or anything that even sounds similar! Do you _want_ the Parker Luck to hear you?" Everypony rolled their eyes at the accusation, and Twilight could only shake her head, ignoring the stallion's paranoia. Peter sighed. "You all just don't get it. My luck's horrible for a reason..."

The mare's eyes widened as a belated realization came to mind. Twilight turned to face Peter. "We'll go on ahead with what we discussed. I'll gather everypony while you finish your business here in the village. Try not to take too long, okay?"

"Duly noted," Peter said simply, planting a quick kiss on the mare's cheek. "You'll leave Spike at the treebrary? That way, he can send you or Luna a letter to come pick us up when I get back." He planted kisses along the most ticklish places he could find on Twilight's neck, and she found herself giggling too much to answer.

Spike stuck out his tongue, gagging to himself. "You two are so lovey dovey! Can't you do it when I'm not around?"

Trixie huffed as she flipped to the next page of her book. "You think that's bad, Spike? You should have seen them earlier. I didn't think it was possible for ponies to kiss for _that_ long." She arched her brow. "Plus, I did not think our princess was the...fondling type."

Flushing, Twilight pushed the stallion off, desperate to divert anypony attention from Trixie's late statement.

Oblivious, Peter nodded, trotting for the door, but he paused to steal one final glance of his friends before pressing onward. "I'll see you again soon!"

Twilight watched her stallion leave the library with a smile, but the moment he was out of sight and hearing distance, she frowned, directing her attention to the baby dragon by her side. "Spike, is everypony ready?"

Nodding, Spike pointed in across the village. "Yeah, they're waiting for us at Rarity's."

"Great. We should head over there right away," Twilight suggested, focusing her energy into her horn. Once it glowed brightly, the alicorn shifted her gaze to where the former stage magician rested. "Trixie, I would appreciate it if you came with us, too."

Trixie's book slipped from her grasp, slamming shut as it fell to the wooden floor. Using her free hoof to brush her silver-blue mane behind her ear, the unicorn could not help but stare at the princess, bewildered. "...I'm honored, Twilight Sparkle, but if I may ask, why do you request Trixie's presence?" She smiled half-heartedly. "I hardly think I'm worth a royal audience."

"Quite the contrary," Twilight protested, shaking her head. "You're our friend, Trixie. One that we can trust fully. There's something Peter wants to tell you, and now is the perfect time to do so." Extending her hoof, the alicorn offered the unicorn a smile. "Come on. I believe it is time you learned the entire truth."

* * *

><p>Peter locked the door to the treehouse and shut the blinds to each window. Once these tasks had been completed, the stallion eased over to the table at the center of the room, taking a seat between Applebloom, his newly adopted sister, and Sweetie Belle, the foal with an iron grip unlike any other he'd met (not that he'd met <em>that<em> many). Babs and Scootaloo sat across from his position, the first giggling at the sight of the unicorn filly clutching the stallion's limb while the latter rolled her eyes, finding the display of affection nauseating.

"Thanks for seeing me on such short notice, girls." Placing his free hoof over Applebloom's crimson mane, Peter chuckled. "I bet you're wondering why yours truly called this emergency Crusader meeting."

"You finally have an idea on how we can get our cutie marks?" Applebloom suggested, causing all of the girls' expressions to beam, but Peter shook his head, deflating the idea as well as their hopes. Her brow furrowed. "Then what's going on, Pete?"

Inhaling deeply, the stallion placed his backpack at the center of the table. Babs Seed, Sweetie Belle, and Scootaloo stared at the backpack curiously, unsure of what to make of the situation, and Applebloom's eyes widened while she gritted her teeth, resisting the urge to leap onto the table and shield the backpack with her body from her friends. Unlike the others, she knew the importance of the contents inside, but before Applebloom could take any course of action, Peter placed his hoof over her shoulder.

The stallion smiled. "I think it's about time we tell them our secret."

"A-Are you sure?" Applebloom stammered, fidgeting in her seat. "Ah, mean, Ah'm all for it, but what's making you do this?"

"Nothing's _making_ me do this, kiddo. There are just a few big things that are about to happen. In a couple of days, _everything's_ going to change for me. Before that happens, I want you all to know the truth about me, but until then, it's top secret. Okay?" Peter pulled back for a moment to gather his thoughts. "The only ponies that know are the princesses, Shining Armor, Zecora, Trixie, the Elements of Harmony, Twilight's parents, and Applebloom."

The three foals turned to face the yellow filly, but Peter raised his hoof before they could pelt his new sister with questions.

"Applebloom figured it out on her own, but she didn't tell you all because she didn't want to tell anypony a secret that wasn't hers to share. It wasn't against you. I promise." Peter was silent for a moment. "I love you girls so much, but-"

Sweetie Belle tightened her grip on Peter's hoof. She gazed up at him with her large glossy, emerald eyes. The blush on her face seemed to have grown darker in tone, probably due to the last statement Peter said. The stallion shifted on his seat, alternating between the foals around the table. Applebloom nodded, poking her hoof into his side as if pushing him to continue, and Sweetie Belle leaned forward, her ears perking in anticipation to hear his words. Babs furrowed her brow, and Scootaloo's hoof tapped at the table impatiently, a look of exasperation on her face.

"I had several reasons for keeping you all in the dark. Part of me thought it could help protect you, but I'm learning that if you knew the truth, you would be safer in the end. Then, I was also afraid of how you might react." Peter sighed as his gaze fell to the ground. He reached out to Babs, taking a moment to brush a few strands of her mane free from her freckled face. She glanced away to hide her embarrassment. Peter exhaled, finding the inner strength to continue. "What I can do...is pretty weird, and I guess I didn't want to risk scaring you away."

Babs edged her seat closer to the point where her body was nudged against Applebloom's. "Scare us away? No way, Peter! You're the nicest pony I've ever met!" She stood from her seat, placing her hooves against the table for support. She blushed visibly. "You're _really_ nice and pretty funny, too. I...even wanted to ask Applebloom if we could share you as a big brother." The latter statement slipped from her mouth, forcing the foal to throw her hoof over her muzzle much too late. The temperature in her face rose, and Babs could feel it vividly, evident by her strained smile. "Anyway...you won't creep _me_ out."

Peter bit his quivering lip, struggling to keep his sudden upswell of emotions from overwhelming him. Somehow he managed, but he found that he needed a distraction. Fortunately, Babs started giggling, and Peter placed his hoof on the foal's head and mussed her short mane. "Thanks, Babs. That means a lot." Slowly but surely, the stallion separated himself from the girls and retrieved his backpack, walking over to the other side of the treehouse. He turned his back to the foals, taking the moment to slide the zipper open with his teeth. Once the backpack was open, Peter turned his head to the side and glanced away. "Scootaloo, I also kept my secret so I wouldn't disappoint you."

...Taken aback, Scootaloo raised her brow and frowned. "Disappoint me? What are you _talking_ about?" Her impatience took hold, evident by her tapping hoof. "You're getting sappy again! Cut it out and just tell us what the secret is already!"

The stallion smirked. He'd tortured them long enough. "I know you're one of Spider-Mane's biggest fans, Scootaloo." In one swift motion, Peter flipped into the air, managing to perched himself on the ceiling. He squatted there with his backpack in hoof, chuckling at the sight of three aghast foals. Peter tossed his costume on the table and shrugged nonchalantly. "Now you know your hero is a blank flank nerd, Scoots."

In span of a second, the treehouse went from the sounds of cool tranquility to erupting in high-pitched squeals.

Sweetie Belle bounced in place, small sparkles of magic escaping from her horn with each jump. Her mouth ran as fast as her mind. "Ohmygosh! Ohmygosh! Ohmygosh!" Peter was already dreamy, but now it seemed he was better than ever! She peered up at the ceiling, feeling her heart flutter. Peter was the pony who saved her sister. Sweetie Belle nickered with a gleeful squeak, her hooves bucking happily. "Oh, my _gosh_!"

Babs, normally very reserved, pranced in place and giggled uncontrollably. "You think that's weird? That's the coolest thing _ever_! Wow! Who would'a guessed a scrawny pony like you would have such an awesome secret!" Cantering over to the only pegasus in the room, Babs nudged her in the side. "What do you think, Scootaloo? Pretty cool, huh?"

Scootaloo just stared at Peter for a long minute, her mouth gaping.

The stallion flipped from the ceiling and landed in front of the pegasus. She had grown blue in the face, but judging from her starstruck, oblivious smile, the foal was not aware of her physical state or lack of oxygen intake.

Peter clapped his hooves together in front of her face in a panic. "Scootaloo! Breathe! _Breathe_!"

Inhaling as much air as her lungs could absorb, Scootaloo did as she was told, but then she trotted over, pressing herself into the stallion's side. Peter stammered and raised his eyebrows in shock. Scootaloo was usually one to avoid close physical contact with others, not instigate it. Applebloom and Babs tilted their heads to alternate sides, and Sweetie Belle rushed to Peter's other side, nudging even further into his body than Scootaloo was already.

"Uh...what are you doing?" Peter asked, fidgeting at the uncomfortable new development. Not that he would otherwise mind, but this was _Scootaloo_, and it was entirely out of character!

"Stand still!" Scootaloo barked, her hooves sliding against the floor as she continued to move against the unbudging stallion. "I want to absorb some of your powers through osmosis! Then I can be your sidekick!"

Applebloom stared at Scootaloo. "...How do you know what 'osmosis' means?"

Sweetie Belle giggled, wrapping her hooves around one of Peter's forelegs. "I want to be your sidekick, too!"

Babs jumped onto Peter's back. "Me, three! We already have our capes, but we'll need a superhero team name!"

Peter shook his head. "Girls. No. I don't think..."

Sweetie Belle's grip tightened painfully, and Peter wondered if he'd have more bruises in a few minutes. "I'm not a big fan of spiders. How about the Cutie Mark Butterfly Brigade?" Babs nodded, but Scootaloo was too busy trying to absorb super-powers to notice.

Peter's brow twitched. "I feel like I've been here before. Have we been here before?"

Applebloom jumped, excited with the prospect. "Maybe the Cutie Mark Super Squad?"

Peter's eyes widened in disbelief. "Oh my god. This _is_ happening again."

"Maybe Peter can change his superhero name a little? Maybe he can become The Great Cutie Mark Crusader Spider-Mane?" Sweetie Belle said, leaving the stallion to groan in exasperation.

As the discussion continued between the Crusaders, Peter´s hoof smacked his forehead in defeat. "Why do I have a feeling this was a _big_ mistake?"

* * *

><p>Early evening had come, and Peter's day was already really long. He managed to free himself from the Crusaders for the time being, though he could have sworn he heard Sweetie Belle considering superhero outfits. For now, Peter wanted to relax, but that option was unacceptable, as Twilight soon brought him to his rooms in the castle. She'd told him she needed to run and do something, and that he should make his way to the throne room from there. The castle guards let him pass without question. They were already fairly lenient with Peter, considering he was Celestia's and Twilight's guest of honor, but this time they practically scrambled to open doors for him.<p>

Twilight said it was important, and everything indicated that it was true. After a dreadfully quiet journey through the castle, Peter reached the throne room door where two guards stood. They glared at the small pony intently, but after a brief moment, they stepped to the sides, giving Peter the opportunity to ease into the room, swiftly closing the door behind him. They hadn't been nearly as accommodating as the rest of the guards in the castle. Sighing, he turned around, only to be greeted by a pair of large blue eyes, a poofy pink mane, and a matching coat just inches away from his face. Peter stumbled back, bumping into the door with a startlingly loud _'thunk,'_ and the pink mare giggled at his expense.

The stallion sighed. "Pinkie Pie... You have to give me a warning whenever you do that."

Smiling, Pinkie stepped to the side and extended her hoof, directing Peter's line of sight to the table in the center of the room. His eyes widened. The wielders of the Elements of Harmony and Trixie sat next to the High Council, which consisted of Shining Armor and Princesses Celestia, Luna, Cadance, and (most recently) Twilight. They offered him a welcoming smile in turn, but Peter found himself too nervous to reply in kind, at least right away.

Pinkie popped up behind Peter, grabbing him by the hoof and leading him to the one available seat at the table. "Come on! This meeting can't start without you!"

Peter hesitantly accepted the seat, which was placed between Twilight and Trixie. "Something tells me this is a really bad idea." Once Pinkie bounced into her own seat across the table, Peter turned to Princess Celestia. "But I'm doing it. It's only because I trust you all."

The princess of the sun bowed her head in gratitude. "Thank you, Peter. I know this feels odd, but it's not as bad as it seems." She then closed her eyes to focus her energy. Suddenly, a crystal ball manifested before her, and Celestia guided the orb over to the stallion's position, placing it in the depression in the table. Peter tilted his head and reached out to touch the crystal ball, but Twilight swatted his hoof with her own, frowning at the stallion afterward. Celestia's smile widened a little, but otherwise she remained just as serene as before. "We were only hoping we could watch some of your memories of past battles. It will not be invasive. We will see only what you allow us to."

Peter tilted his head to the side, an eyebrow arched in question. "Why do you want to see my old fights? Not that I mind, I guess. I'm just...curious."

Luna snorted in a very unladylike way. "Several reasons. You're very formidable, and we were hoping to see how you fought...to improve ourselves." The latter was barely audible, delivered through a strained whisper.

"You've also been through a lot. Since you'll be revealing yourself soon, we wanted to see what you've done in your adventures," Cadance said, pressing her hooves together. "It will also help us understand what you've been through..."

Twilight reached over and placed her hoof on the stallion's shoulder. "You're selfless, and a hero, but you try to keep everything to yourself too much. We...want to help you, Peter. I do, especially. With Osborn on the way, this can help us fight alongside you." Twilight smiled, but her expression stiffened as she glanced at the unicorn next to her stallion. "I brought Trixie like you asked, too. I know how close you two are. Do you really want her here? It's okay if you don't. I can teleport her back to Ponyville otherwise."

Peter waved his hooves defensively, placing one over the magician's shoulder. "No, no! I'm glad you brought Trixie. She's constantly looking out for me, like all of you do. She's a true BFF, even if she tries not to act like it." The stallion smiled at the unicorn. She rolled her eyes, unaware her cheeks had flushed pink. Peter shrugged. "Plus, she'll find out eventually. Everypony's here. Maybe...that'll help her accept the truth better." The stallion furrowed his brow, staring at the crystal ball. "So...what am I supposed to do exactly? Will this ball tune into The Peter Channel on its own?"

Celestia grinned. "No. All you have to do is focus your magic into the orb. Once your thoughts sync with the energies within, you'll fall into a trance. It's perfectly normal. All you have to do is focus on what you want us to see, and we'll be able to watch everything from here." The alicorn smiled solemnly. "This is completely voluntary, Peter. You don't have to do this if you're not comfortable."

"It'll only be memories I choose? I don't see any harm in it." Peter took a calming breath, giving everypony in the room the warmest smile he could muster. "I trust you all with my life. You've done so much for me. It's time I repaid your trust somehow."

Placing his hooves against the table, Peter frowned intently at the crystal ball. He trusted his friends. This was for them, but he didn't want to show them too much if he could help it. Peter's mind ran. As far as they needed to know, all he'd ever done was try to do the right thing, saving people here and there when he could. That should be enough. He'd show them his recent memories and would leave it at that. Placing his horn against the glass orb, Peter closed his eyes and gathered his thoughts. Translucent white energy engulfed his horn and spread throughout the crystal, but a pulsating throb coursed through his cranium, resulting in a surge of golden energy and immense pain.

Peter's eyes shot open, his hazel irises disappearing in a bright flash of light as the crystal ball flared into a blinding miniature sun. Everypony shielded their eyes with their hooves, and Twilight stood from her seat and tried to pull Peter free from the orb, but something about his connection to it prevented her from touching him with her magic. She could only just see the images moving within the sphere as Peter's memories flooded into the device.

Peter slumped as the light surrounding the ball dissipated, and the others watched in rapt attention as the memories in the ball began to play in earnest. Twilight's mouth fell open as a spider lowered itself onto a strange-looking bipedal creature's hand.

This was not a small recap. Somehow, Peter had unloaded years of memory into the crystal ball...

...and they were going to bear witness to it all.


	36. Eye in the Back of His Head, Part I

_**This chapter has been heavily modified. Sorry about the re-posting!**_

* * *

><p><em><strong>Chapter Thirty-Six "Eyes in the Back of His Head, Part I"<strong>_

_Eighteen Days Remain_

Trixie's eyes widened at the image within the crystal ball. Standing upright on his two rear legs, the furless creature screamed in pain as a spider bit into his hand with enough force to draw blood. He recoiled, swatting the arachnid to the ground in the process, and before the spider could recover, one of the other furless beings rushed in and stomped on it, killing it. The crystal ball zoomed in on the bitten individual. His brow furrowed over his hazel eyes, his gaze centered on his wounded hand. Despite not having fur and being part of a different species, Trixie saw an odd resemblance between the individual in the crystal ball and the pony that had grown to become her closest friend.

Using his free hand to adjust the glasses over his eyes, the (presumably) young male groaned. "Oh, that spider's got a mean bite."

Trixie's ears perked. "That voice! He sounds just like-!"

Twilight nodded. "Yes. That's Peter before he transformed into a pony." She sighed. "I brought him here with a summoning spell when Discord's dragon attacked Ponyville a few months ago."

"Transformed? Summoning spell?" Trixie blurted, shifting her gaze between the crystal ball and Twilight.

The images continued to play out, following Peter as he struggled to make it home and not pass out from whatever the bite was doing to him. Trixie's mind struggled to register what it was seeing: he lived within what appeared to be a very _large_ city with skyscrapers and countless of the same mostly-hairless bipeds. It took a couple of minutes before she could accept that the place in which Peter traveled was indeed someplace other than Equestria. The silver-and-blue maned unicorn rested her forehead in her hooves, suddenly dizzy, and the urge to faint was proving rather difficult to resist.

Fortunately, she fought it down and even managed to snort a laugh under her breath, avoiding a commotion in front of everypony. "I don't believe it. My best friend is an alien." That was just...surreal. The first pony to see her for who she really was turned out to not be a pony at all. "So what does that say about me?"

Twilight reached over and placed her hoof over the former stage magician's shoulder. "Are you okay, Trixie?"

Much to Twilight's surprise, Trixie bore an honest smile, something she chose to reserve for a select few. "Yes, Twilight. I'm perfectly fine." She gathered her posture and sat properly at the table. "Trixie always _did_ say Parker was the oddest pony she'd ever met." The projection dissipated, allowing another image to form in its place. Trixie bit her lip and centered her focus on the crystal ball once more. "Now it makes sense."

The image faded in. Peter stood before his bedroom mirror, staring at himself.

The figure in the mirror remained slack-jawed, but they could still hear his voice rather clearly, though it sounded oddly wavery, as though it wasn't a voice at all. _'What the heck is going on? My body's…ripped. Did I sleepwalk my way to the gym last night or what?! Wait a minute. I'm not even wearing my glasses, and I can see perfectly! How…did this happen?'_

Rainbow Dash grinned, unaware that with her mouth open, it appeared as if she was staring. "Whoa. So that's how he got that amazing body." Pinkie Pie tilted her head to the side, a knowing look pasted on her features. Dash noticed, and the pegasus held up her hooves defensively and stammered, _"W-What?!"_

Over the next few scenes, the ponies managed to discern that the spider that bit him was genetically altered and enhanced from scientific experiments. With its bite, Peter had become a superbeing - according to Twilight, super_human_ - gifted with the proportionate strength of a spider, a sixth sense for danger, lightning-fast reflexes, unmatched agility, superior flexibility, and the ability to cling to almost any surface.

Currently, Peter furrowed his brow as he shook his hand, trying to free the paper that stuck to the palm of his hand. "This might be kinda tricky."

Twilight tilted her head to the side and held her hoof a few inches from her face. "That is odd. We hold hooves quite often, and I never got stuck to him. How did he ever learn to control that?"

He walked across the street, the expression on his face and the fuzzy nature of the image likely indicating he was daydreaming, when the image flared a surreal red monochrome, and the young man stumbled, disoriented, clutching his hand over the side of his head. _'What the heck is that?!'_ Peter turned around, his eyes widening at a large, ponyless vehicle that sped in his direction. He tried to leap out of the way, but Peter looked surprised at having landed on the side of a building on the other side of the street. Panting, he stared at his surroundings, slack-jawed. _'Whoa. Kinda freaky. If I can do this...'_ A wide smile formed on his face. _'I'm going to have some fun figuring this out! Scientific method, here I come!'_

Shining Armor huffed. "Boy, does _that_ sound like somepony I know."

Applejack grinned as she glanced slyly at her purple alicorn friend. "Looks like we got more than one 'egghead' on our hooves these days." Rainbow Dash snickered, while Twilight tried and failed to look affronted.

The ponies watched as Peter saw his a chance to make a profit. An ad in the newspaper pointed the young man in the direction of show business. After inventing his web-shooters to go along with his own self-designed costume, Peter became an underground sensation known as the Amazing Spider-Man.

Rarity tittered as she watched him sew his eponymous red and blue spider-outfit together. "I was correct. Peter has the credentials to be a designer," she said, before grimacing at the details the young man chose. She sighed. "If a poor one. I suppose I can't fault him for the tacky colors. He was basically just a child when he designed the costume."

"I'm more interested in the web-shooters he invented," Twilight interjected, gawking at the intricate and sensitive mechanism her (eventual) coltfriend created. "It's hard to believe he made those on such short notice. I know Peter's a chemist, but that is pure genius! Imagine what he could do to help us further our technology! He could help us expand our knowledge base so much!"

Rainbow Dash groaned, rolling her eyes. "_Boring!_ Come on! I want to know what happens next!"

Time raced forward within the crystal ball, showing a small household. Tossing his backpack over his shoulders, Peter scurried out of the front door. "Okay. I'm going to the library! I'll see you two later!"

An older female peeked her head from around the corner. "Could you please remember to bring me a dozen eggs this time, Peter?"

He waved his hand dismissively. "Yeah, sure, Aunt May." His delivery was nonchalant, as if the request didn't matter. Celestia and Luna watched the scene quietly, but both raised a surprised eyebrow at Peter's indifference.

A mature male stepped around Peter's Aunt May until he was a couple of feet from the teenager and clapped a large hand on the boy's shoulder. "Hold on, Peter. I'll drive you to the library."

Peter groaned outwardly. He clearly didn't have a say in the matter.

"Thanks for dropping me off, Uncle Ben," Peter murmured, hurrying to make his way out of the car.

However, the door's bolt came down with a click, locking it soundly. The older man turned the key in the ignition, shutting off the car's motor. Ben turned to face the teenager with a stern frown in his blue eyes. "Not quite yet, Son. We need to talk."

"Can't this wait? I'm sorta in a hurry," Peter shot back, his irritation evident.

"No. You've been skipping out on your chores, ignoring your Aunt May, and from what I was told today, you wanted to start a fight with that Flash Thompson kid. If the teachers weren't there to stop you, there's no telling what would have happened."

Exasperated, Peter threw his hands up defensively. "Flash started it! Like he always does! He's been picking on me since I was _ten_! Maybe it was time I finally gave him a reality check!" Having realized he yelled, the young man inhaled deeply to calm himself before exhaling.

Ben watched Peter with a serene expression. "Then what? You beat Flash up. What then? All you'll do is stoop down to his level. You're better than that, Peter." He placed his hand over his nephew's shoulder, giving it a soft, reassuring squeeze, but Peter failed to meet his gaze. "Remember, with great power comes great responsibility." Clearing his throat, Ben placed his hands over his thighs. "I know I'm not your father, but-"

"Stop right there. We _know_ you're not my father. So do me a favor and stop pretending to be!"

Rarity placed a hoof over her mouth, suppressing a gasp. "My word. Peter was quite...brash at the time." The pony she'd grown so attached to was quite different from the young male in the orb. Peter was very considerate of others - to a fault, even - but it was clear at a younger age, he was rather selfish, immature, and arrogant. Though Rarity had been briefed before of Peter's past, the mare couldn't help but ponder her lingering thought out loud. "What could have brought about such an extreme change in our darling's persona?"

The crystal ball revealed a new image. It was nighttime - probably later that same day - when Peter stepped into the arena as Spider-Man, and he had a chance to walk away with "a cash prize of ten thousand dollars" if he could last three minutes against professional fighter Bonesaw.

Luna tilted her head to the side. "An underground coliseum? Is that like the gladiator arena in the old days of Canterlot?"

Rarity scrunched her eyes at Bonesaw's grotesque muscular structure. "It _must_ be. That brutish Bonesaw is much larger than a majority of the individuals there!"

Fluttershy furrowed her brow, her concern evident. "Oh, dear."

Rainbow Dash grinned. "Bonesaw, huh? That's a pretty cool name!" Her enthusiasm earned a disgusted snort from Trixie and a chuckle from Applejack.

Still frustrated from his argument with Uncle Ben, Peter used that as motivation and defeated his opponent in under a minute. With a clean win, the prize money was as good as his. Unfortunately, the fight promoter had other ideas.

Peter raised his brow at the money in his hand. "What's going on? This is only a hundred. The ad said the prize was _ten thousand_ dollars."

Paying the teenager no mind, the man continued to count his own money. "Read the fine print, kid. You got the money if you last three minutes. You beat Bonesaw in one, and you're lucky you got what I just gave you."

Clenching his fist and crumpling the money in his grasp, Peter could barely contain the anger he felt. "What kind of crooked game are you running?! I need that money!"

"I forgot the part where that's my problem." The promoter pointed past Peter's direction to the exit door. "Now get out of here."

Applejack stomped a hoof on the table, and several ponies jumped from the sudden noise. "Why that low-down, good-for-nothin' so-and-so! That pon-Ah mean, that _person_ oughtta get a couple of rounds in the ring with that Bonesaw fella for that!" And despite themselves, the other ponies sitting at the table couldn't help but agree.

Peter glared at the man for a few seconds, before storming out of the room. After cleaning out his locker, Peter traveled down a long hallway in a huff. He eventually reached an oddly-shaped door at the end of the path. However, the moment he pressed the elevator button a commotion broke out at the opposite end of the hall.

A man holding a device Twilight called a "gun" raced toward Peter, followed some distance behind by a yelling guardsman (or possibly a police officer, nopony was sure) and the fight promoter. Peter allowed the man on the elevator rather emotionlessly, and the elevator doors closed before anyone else could stop him. The fight promoter slowed to a halt as he approached the teenager, holding his hand over a bleeding gash on his forehead. "_What are you doing?_ You could have taken that guy apart!" He groaned, gritting his teeth in pain. "Now he's going to get away with my money."

Peter turned his back on the promoter and pressed the button for the elevator. Once it arrived, he glared at the older man, folded his arms and shook his head before the door closed. "I forgot the part where that's my problem."

Shining Armor raised a brow and shook his head. "That was rather… arrogant."

"Why didn't he stop him?! He could have flattened that guy!" Rainbow spat, the surreality of her friend's behavior being difficult to digest. "I mean, I don't blame him. The guy deserved to get robbed for cheating Peter in the first place, but…" The pegasus growled, scratching the back of her ear with a conflicted scowl. "Peter's letting him getting away with a crime, but…"

Luna closed her eyes. "Vengeance plagues the mind, I'm afraid. While I do not condone this choice, I do understand. We can not undo our mistakes. We are driven by emotion as living beings. It is a flaw in all of us, but it is what makes us…who we are." Her voice was surprisingly fragile-sounding in the quiet air, sympathy filling her words. "What's done is done. Let us hope Peter learned from it."

A new image formed as the old one faded from sight. Peter walked from the business, but he stumbled upon a large crowd of people soon after. Curious, Peter forced his way through the crowd, and what he saw there pulled gasps from everypony. Uncle Ben's blue eyes were glazed over, threatening to roll into the back of his head while his life slowly slipped away. Blood poured from the hole in his chest. Everypony in the room watched the image in horror while he reached down and took the older man's hand in his own. Though Peter had told some of them this tale, the revelation was still difficult to accept.

Peter's uncle had been gunned down. Most managed to keep their emotions in check, but the moment Ben died in his nephew's arms, most of them burst into tears. Cadance hugged Fluttershy in the hopes of soothing the mare's grief. Trixie tried to follow Shining Armor's example, remaining silent and unmoved, but she could not maintain her facade, succumbing to heartfelt sobs.

"By the stars…" Celestia gasped, her violet eyes widening. Despite her immortality, the alicorn was not one to take death lightly, especially one so brutally violent. An innocent life was stolen. Her gaze fell to the side, away from the crystal ball. "I'm so sorry, Peter. One so young should never see such a thing."

Applejack stumbled back and stared at the crystal ball for several moments, her throat seized up in shock and tears rolling down her face.

Rarity stepped up to the farmpony to offer comfort, tears spilling from her eyes, as well. Taken aback, Applejack swatted her away and wiped her face with her hoof. The unicorn whispered to her, her voice filled with concern. "Applejack, are you alright?"

Applejack shook her head, but she said nothing and refused to return the unicorn's gaze. The farmer's eyes burned, her own memories having been stirred too much for her liking. It was like that night a few years before, when her mother and father were…

Applejack shook her head, trying to dislodge the memories. She did not want to think about that, but her mind refused to leave the subject alone. The ache in her heart remained as well. Applejack bit down on her quivering lip, tuning out her thoughts and focusing on the crystal ball. _'Pete... You and me... We...'_

The projection faded into a yet another memory. Peter had heard the murderer's position from the police. He was in Ben's car, not far from Peter's position. Throwing his costume on in an alley, Parker raced across the rooftops until he spotted his uncle's car. Having lost the police in a traffic jam, the perp hid away in an abandoned warehouse, but he was unaware Spider-Man had followed him. Small rays of light, made bright by the relative darkness bored into the warehouse, but they only accentuated the darkness there. Rage clear in his movements, Peter pounced from the shadows and attacked the criminal without mercy.

Spider-Man drove his fist into the man's stomach, following up with a backhand that knocked him into a wooden beam and to the ground. Reaching into his pocket, the man turned with his gun raised, but Peter kicked it away, knocking it through the nearest glass window. The murderer tried to crawl away from his attacker, desperate to get away, but Spider-Man flipped him over and gripped his throat, lifting his body from the ground. As he pinned him against the wall, and Peter brought his fist back, ready to strike the man down, the criminal cried out through winded breaths.

"Wait! You don't have to do this! Just give me a chance!"

Spider-Man tightened his grip. "What about the old man you shot? Did you give _him_ a chance?!"

Cadance leaned forward, her intakes of breath growing sharper by the second. "Peter… Please don't do this."

Fluttershy placed her hooves over her cheeks as she rocked back and forth in her seat. "He can't… He _won't_."

Peter snarled, his fist quaking with anger. "It would be _so_ easy to end your miserable life right now, but…" He shoved the man's head through the dirty glass, rendering the criminal unconscious. "My uncle taught me better than that."

Cadance and Fluttershy shared an exhale, placing their hooves over their respective chests. "Thank goodness."

The hole he created brought in extra light, revealing the man's face. Peter recoiled. He dropped the man as the image blurred - Peter's tears under his mask. The projected image raced with flashes of the events the ponies had already seen as Peter's mind raced. _'It's all my fault!'_ The man that killed his uncle was the criminal he'd purposefully let escape. The police surrounded the warehouse, but Peter had already fled, leaving the killer to his fate. However, a constant stream of self-recriminations flowed from Peter's thoughts; he obviously blamed himself for his uncle's death, and he'd lived every day since with that gnawing guilt.

As the image within the crystal ball faded, Ben's final words echoed through the throne room. _'With great power comes great responsibility.'_

Applejack lowered her hat over her face as a makeshift shield and fled from the room.

Rarity's eyes widened. "Applejack! Where are you going?"

The blonde pony stopped in her tracks, holding the door open. She refused to show her face to anypony, but those with a keen eye could clearly see tears pouring over her white freckles. "Ah just need some air," Applejack managed in a strained voice, before coughing violently. She managed a shuddering breath before slamming the door shut.

Luna looked stricken. "I...wanted Peter to learn a lesson, but...not like that. I would not wish that on...anypony..." Celestia placed her hoof over her sister's and nuzzled her comfortingly.

Cadance tilted her head to the side, the grief in her eyes more than obvious. "I've...never seen Applejack like that. Should somepony go after her?"

Rarity shook her head, wiping ineffectually at her own tears. "I would not recommend that. Applejack will return whenever she is ready." The unicorn shifted her deep-blue irises to the crystal ball to face whatever came next.

Twilight sat with her eyes closed tightly, too caught up in her own maelstrom of emotions to even notice the rest of the room. A large part of her heart wanted to cry, but she resisted the urge. She'd read about the incident with Peter's uncle through the book she summoned him with, and her stallion told her the same truth that night at Zecora's. She'd cried on both occasions. Unfortunately, actually watching the event unfold was infinitely more painful, especially since Twilight and Peter had grown closer together on a personal level. Her heart went out to him, wanting to share his pain, and like a crumbling bridge, the alicorn's resolve caved in.

Throwing her hoof over her damp eyes, Twilight sniffled as she wiped away at her tears. One unfortunate mistake was the focal point of her beloved's misery. His lack of confidence, sacrificing nature, and drive to do the right thing were borne from the aftermath of an argument and manifested from guilt. A large part of Twilight wanted to embrace her stallion and let him know everything was okay, but the mare knew she couldn't as long as Peter was magically bound to the crystal ball. Once everything was said and done, she promised herself that she would hold him close by the end of the night.

While some of the others watched the orb, waiting for the images to settle and clear, Pinkie Pie glanced away for a moment to the pegasus next to her. With her hooves folded over the table, Rainbow Dash sat with her head down. For a moment Pinkie thought the pegasus had fallen asleep, but her ears perked at the soft, stifled sounds from her friend. Rainbow's shoulders shivered involuntarily with each breath she took, and the table beneath her hooves was soaked. Rainbow Dash wasn't asleep. No. She was...crying.

Pinkie wrapped her foreleg around Rainbow's shoulders, giving her a hug despite their awkward position. "It's okay, Rainbow," she whispered.

"No, it's not..." Rainbow protested weakly, keeping her head in her hooves.

Rainbow Dash had been told by many ponies, her closest friends included, that she often acted overconfident and arrogant. From what Rainbow saw in the crystal ball, Peter used to be just like her, but that attitude ended up costing him dearly. There had been points where her attitude got her into trouble, but by the end of the day, everything usually fixed itself - with her friends always bailing her out of trouble at the last moment. Rainbow knew if her role had been reversed with Peter's, she would be going through the exact same thing, experiencing his pain, sorrow, and loss. She could only imagine what it felt like to harbor such guilt, and Rainbow felt her heart sink. Eventually, the mare forced herself back into a proper sitting position, taking a few moments to clean her damp face. She turned to Pinkie Pie, dreading the idea she and everypony saw how terrible she looked. She tried to smile but failed miserably. Even she sometimes knew when pretending was hopeless, so she gave it up as a bad job and sighed.

"Peter always wanted me to avoid being overconfident. I guess I finally see where he's coming from. He was just looking out for me..." Rainbow trailed off, inhaling sharply as the temperature in the room rose. It was a familiar yet alien sensation, something that only emerged whenever Peter filled her thoughts, and Rainbow didn't know what it meant, finding the topic irritating to think about. Groaning, the pegasus shook her head. Again, she let the idiot get under her fur. Her thoughts raced. How could she be thinking like this when Peter was taken already...with one of her best friends? Flustered, Rainbow Dash cleared her throat and waved her hoof dismissively. "This doesn't change anything though."

"Oh, good," Pinkie whispered, sniffling. She brought her hoof over her eyes. Despite holding a smile, the pink mare could not hold back her tears. "Is it okay if I cry now, too? I...didn't know Peter went through something like this." Pinkie closed her eyes and placed a hoof over her sore chest. "I think Peter needs a hug. I'm going to give him a super-big one when this is over."

Fluttershy nodded, her face stained with tears. "Me, too."

A series of images of Peter's life as Spider-Man flashed within the crystal ball. After his uncle's death, Peter apparently dedicated his life to using his powers for the greater good. With every opportunity that arose, Spider-Man would arrive and save the day. Out of all the scenes they viewed, he never stayed for an award or recognition. Peter just went out and helped everyone that he could. Fluttershy watched as Spider-Man faced armed robberies, cringing with every bullet he narrowly dodged and yelping with every punch he threw in return. Rainbow Dash whooped unconditionally, finding Peter's high-speed pursuits thrilling and awe-inspiring. She even made a mental note to practice a nearly impossible somersault Spider-Man performed over and under a pair of airborne vehicles. Rarity swallowed down lumps in her throat as she watched Peter dive into open fires, rescuing everyone that would have otherwise burned to death. It was a reminder of what her friend had done for her when they first met.

Unfortunately, Peter dedicated so much of his life to his heroics that he failed to properly maintain his personal life. His Aunt May dealt with depression and housing foreclosure notices. They watched memories of Peter working at the few side jobs he could hold for more than a week to help his aunt financially in whatever way he could. This made Peter's life far more difficult than it already was. He struggled through college, nearly failing due to attendance issues. Sadly, Peter didn't seem to have many friends, either. The few he had felt constantly let down, Peter having missed several engagements due to his heroic activities (and it didn't help that nobody knew of his second life as the hated hero of the city).

Peter practically lived in poverty, his apartment being a single room with little-to-no leg-room. After nearly succumbing to homelessness several times over the course of what looked to be at least a year, Peter managed to land a solid job at the Daily Bugle, the city's primary news publisher. Spider-Man was a hot topic, but due to his elusive nature, nobody could take a decent photograph of the vigilante. Peter took pictures of himself - not that he would tell anyone - and became a freelance photographer. He managed to avoid losing his apartment, but it came at a price. The Bugle led a smear campaign against Spider-Man, tarnishing his already sketchy reputation. In a sense, Peter was the source of his own misery, but the Bugle was his only source of income, making life significantly more bitter than sweet for the young man.

Cadance sighed, shaking her head. "Who could imagine things going so badly for him?"

Twilight rubbed her aching forehead with a hoof. "Peter graduated at the top of his class in high school. If he didn't become Spider-Man, he could have been an inventor and a scholar. A great one!" The alicorn felt something trickle down her hoof and looked down to find a tear had escaped from her eye. "We all know Peter's a genius. He could have been successful and not lower himself to such a degrading standard."

Luna nodded. "Guilt drives him. As long as Peter believes he is responsible for his uncle's death, he will tolerate the cruel hoof life has dealt to him."

Aghast, Twilight met her gaze. "It was a mistake! Peter didn't need to do this to himself!"

"I know, Twilight Sparkle," Luna whispered, her voice cracking under her breath. "It is something I wish we could have told our friend sooner."

Somehow, despite the countless heroics Spider-Man performed to his own ruin, the city was quick to believe Jameson's tripe, shunning the hero. The ponies watched as crowds of people threw food and trash as Peter swung by, gritting their teeth in anger at the very people Peter saved who hated him. Yet Peter stayed the course. He continued helping those around him.

Twilight watched the crystal ball with a venomous glare, scowling at Peter's former boss. His arrogance and spite were enough to light a fire underneath the mare, and the degrading articles aimed at her lover added to the flame. Images alternated between Jameson and Peter. The editor continued to sell newspapers at Spider-Man's expense, but the job barely paid enough for the photographer to live in squalor in a one-room apartment, its conditions poor at best. Peter carried a pessimistic attitude at times, and this certainly explained why, for he never received anything worthwhile for his good deeds, though some of the "victims" of his heroics did sometimes manage to thank him for saving them before he could swing off.

Her temper having reached its boiling point, Twilight tried to tune out Jameson's irritating voice, not wanting to see anymore of the current memory. Fortunately, Peter's memories did just as the mare wanted and phased into another series of images, this time of fights with all sorts of unusual villains. These beings were different, each with various - and often very odd - abilities. However, they all shared a certain malicious intent, all having come to blows with Spider-Man. It was a rogues gallery, and everypony watched as Peter fought each on different occasions.

Electro was a man whose body was seemingly made out of electricity. Shocker wore a vibrational suit which could shatter bones and deflect physical attacks. Rhino was a large beast with super strength to spare. Kraven was an exceptionally skilled hunter, using cunning and technology to take his trophies through lethal force. Mysterio was a master of illusion and trickery. Doctor Octopus was a demented genius with four deadly mechanical arms latched on his back. There were more, too many to count; as the scenes rolled past, certain individuals stood out in Peter's memories, and thus were brought to the forefront of everypony's attention.

First, there was the time when Peter fought for control of the Tablet of Order and Chaos. If the fragments fell into evil hands, all of time, space, and reality would be torn asunder. Peter had successfully retrieved two pieces and was on his way to the third, but it had been picked up by the Juggernaut, said to be one of the most powerful individuals on Earth (with at least ten times the strength of Spider-Man). The fight was fierce, having rampaged throughout the city, but Spider-Man managed to lure the Juggernaut to the top of an empty building that was still under construction. The ponies watched the scene; even Trixie couldn't help but admire the way Peter dodged the behemoth's clumsy blows, as well as how well he managed to protect innocent civilians from the mammoth metahuman's rage, even if the two left quite a bit of architectural destruction in their wakes.

"Goodness! Look at the size of that monster!" Rarity paused, her mouth agape.

Shining Armor chuckled nervously. The Juggernaut's fists were bigger than Spider-Man's head. "Well, he's certainly a big boy."

Celestia's voice remained even, but it carried an undercurrent of uncertainty. "Size does _not_ equal strength. I believe Peter has proven that already. But this Juggernaut, his strength is not immeasurable. Let us see how Peter overcomes this obstacle."

Slamming his fist into his palm, Juggernaut stomped over to Spider-Man, stopping once they were only a few feet apart. Peter stood barely half the man's size, only reaching his midsection at full height. Peter was the underdog in more than half of his major battles, but he always found a way to win in true underdog fashion.

Juggernaut threw a wide punch which actually managed to connect, sending Spider-Man flying into the air, but before he could plummet from the building, he shot two strands of webbing onto his attacker and slingshot back to him. Landing and perching himself on Juggernaut's chest, Peter assaulted the large man's exposed jaw with a series of hooks, crosses, and uppercuts. The giant threw another wide punch to counter, but Spider-Man ducked underneath the blow, flipped overhead, and landed on his attacker's back. Swiftly, Peter slid his fingers underneath the man's helmet, tossed away his protective headgear, and followed with a roundhouse to the temple, knocking the behemoth to the ground.

The villain regrouped, forced himself back to his feet, and ran full speed after Spider-Man. Peter shot a strand of webbing to the side of a steel beam and pulled himself to the highest point, but Juggernaut followed with a leap, landing onto the column as well.

"This won't stop me! I'm the Juggernaut, remember?!" The self-styled Juggernaut climbed after the cornered hero, oblivious to the protesting creaks of the bending steel. "Once I start moving, _nothing_ can stop me!"

"That's what I'm counting on!" Spider-Man pointed at the man before the steel beam buckled, bending to the Juggernaut's weight. "So tell me. What happens when you start moving _down?!_"

Juggernaut lost his grip and fell back-first. Spider-Man leaped over, planting himself on his chest as they neared the roof of the building. Peter gulped, immediately regretting this decision. "This is going to be a bumpy ride...!"

With Spider-Man riding his living battering ram, the two of them burst through the roof and every floor of the building. The force behind each collision shook the structure's very foundation, shattering the supports, the walls, and everything else. Eventually, the Juggernaut smashed into the concrete basement, the impact sending Spider-Man careening across the room. The entire building collapsed in on itself, and a large dust cloud rose from the tremors. As the dust settled, Spider-Man pulled himself from the rubble with the fragment he'd won in hand. He looked back, finding Juggernaut unconscious underneath piles of stones.

Twirling his finger, Spider-Man managed a weak and wavering victory cry before limping away from the scene. "Ta-dah..."

Jumping from her seat, Twilight threw her hooves over her head, pulling on her ears in worry and frustration. "That reckless idiot!" The alicorn glared at the crystal ball, before directing it to everypony in the room. "He could have gotten himself killed with that stunt!"

Rainbow Dash, unable to contain herself, pumped her hooves over her head and squealed, all while giggling uncontrollably. "I _know_! Wasn't it cool?!"

Twilight groaned, staring nonplussed at the pegasus. "Don't encourage it!" Twilight rubbed her throbbing temple with one hoof as she sat down with a huff. How was it that Peter could be that reckless? "I'm not sure I can take much more of this."

That same instant, another image formed within the crystal ball. A man clad in a green armored suit perched on the wall, swinging his metallic tail directly into Spider-Man's torso. Peter attempted to counter with a spin kick, but his enemy blocked the attack with one arm, using his free hand to punch Spider-Man in the forehead. Celestia winced at the loud cracking sound, and Luna shared her sister's reaction as Peter's body slammed into a steel beam. A gathering crowd applauded the act, and the armor-clad man jumped on the nearest wall, scaling it like Spider-Man did, albeit with less grace.

A second memory formed over the first, and like the last, it featured Spider-Man in a lopsided battle against the Scorpion. As it turned out, Mac Gargan had transformed into the Scorpion with the use of a mutagenic drug, giving him super strength and durability greater than Spider-Man's. This experiment was funded by Jameson to help give the city a true hero, not the wall-crawling menace that (according to Jameson) constantly ran amok and flouted the law. His first appearance, he said, was to make a statement and beat Spider-Man before a crowd. This was their second meeting, and Gargan was out to prove he was truly the vigilante's better. Spider-Man flipped over Scorpion, but Gargan's tail wrapped around his body and slammed him head-first into the ground. Twilight and Fluttershy yelped at the sight of Peter's body crumpling over in a boneless tangle of limbs. The memory abruptly ended, perhaps due to Peter's lost of consciousness at the time.

"Oh gosh oh gosh oh gosh…" Pinkie Pie fidgeted in her seat, rubbing her hooves together. "I _really_ hope Spider-Man survives!"

Trixie stared blankly at the pink mare. "Yes, I'm worried, too." She shifted her gaze to the stallion slumped over behind the crystal ball before rolling her eyes. "Oh, right. Trixie forgot. Parker's right there."

Her blue eyes widened, but after a moment of awkward silence, Pinkie giggled with an undignified snort. "Oh, yeah. I sorta forgot, too. Thanks, Trixie"

Rolling her eyes, the magician tapped her hoof on the table and shook her head, unable to believe the pink pony's special brand of insanity. "No problem, you little pink nuisance."

"That's two. Scorpion seems to have Peter's number," Shining muttered, furrowing his brow.

Cadance growled in irritation. "All of this just to upstage Peter? I just can't understand Jameson at all!"

Another scene, another run-in with the man in the green scorpion armor. "Jameson!" Scorpion roared, knocking over everything that crossed his path before kicking the door off the hinges to the room Jonah had locked himself in. "Do you realized what you've done to me?!" He stared at his own hands for a moment before clenching them into fists. "I can't take off the armored suit without it killing me! How do you plan to fix this?!"

Inches apart, Jameson could only shake his head. "I don't know, Gargan, but give me some time! I can figure something-!"

"No!" Scorpion's tail curled to strike, but as it darted forward a blue and red blur pulled the would-have-been corpse to safety before it could connect.

Spider-Man dropped the editor-in-chief of the paper roughly to the floor in a panicking heap. "Look, I'm not a fan of Jameson's by any means," he huffed, "but I'm not going to stand by and let you kill him." Jameson scurried out of the room, and Gargan tried to pursue, but Spider-Man shot several strands of webbing onto Scorpion's back, holding him in place long enough for Jameson to escape through the elevator. Straining, Spider-Man continued to pull his webbing, but Scorpion's tail swung around and smashed into his ribs, sending Peter flying across the room until he crashed into a wall. Rubbing the aches out of his head, Spider-Man peeked up at his much larger foe. "This…totally feels like a mistake."

Fortunately, nearly a dozen police officers filled the room before the situation could escalate, each with a firearm in hand. Gargan jumped out of the window and scaled the wall. Spider-Man slowly made his way back to his feet, but the officers pointed their guns in his direction, prompting Peter to raise his hands in a form of surrender.

"Hold it! I'm not the bad guy!" he pleaded, shaking his head.

Jameson huffed, emerging from the swarm of police officers. "Yes, you are, you webbed menace! You and Scorpion attacked me and destroyed my office!" Pointing at the vigilante, Jonah took a few steps back. "I told you Spider-Man is a criminal!"

Spider-Man shrugged his shoulders, and Twilight stood from her seat, slamming her hooves into the table. They both groaned simultaneously before the memory concluded, Peter in exasperation, and Twilight in frustration.

As the memory dissipated from the crystal ball, Twilight face-hoofed. "You have _got_ to be kidding me! I _really_ don't like that man." The mare's anger faded into sorrow, and she sighed. "I don't see how Peter could stomach that. You'd think he would have fought back or quit his job at some point…"

"I think Peter's Uncle Ben is the reason why," Pinkie Pie suggested without hesitation. Everypony shifted their gaze in the earth pony's direction, but in her oblivious nature, she paid them no mind. However, the Element of Laughter was not her lively self, appearing dismayed, saddened. "Remember when they were in the car talking? Peter got in trouble for defending himself. It's just…" Her voice wavered, losing its firmness. "I understood what Uncle Ben was trying to say. He didn't want Peter to fight back for the wrong reasons. He wanted him to stand up when the time was right, not because he was angry or wanted to get back at somepony." Pinkie paused, whimpering as her eyes filled with tears. "I think Peter took it the wrong way when his uncle died. Now everypony walks all over him, and he's sad because of it."

Pinkie's response garnered a collection of bewildered gazes from those around her. Trixie raised her brow and glanced to the others before directing it back to the pink mare. "Was it just Trixie...or did that actually make sense?"

Rarity frowned at the ground as she nodded in agreement. "No, it makes perfect sense. I've always noticed that when it comes to others, Peter won't hesitate to help, but as far as his own sake is concerned, he couldn't seem to care less. That is, unless he's in dire physical danger," Rarity added solemnly, using her handkerchief to clean her damp face. "He's morally sound and physically extraordinary, but the poor darling is emotionally fragile." The unicorn shifted her gaze between Pinkie Pie and Fluttershy, giving both mares an affirming smile. "I certainly agree with you two. Peter needs a hug in the worst way."

Rainbow folded her hooves across her chest as she shook her head defiantly. "I'm not as sappy as the rest of you..." Her posture deflated, and the pink flush in her cheeks betrayed her tough exterior. "...but I guess Pete needs to know we've got his back." Feeling how hot her face had grown, Rainbow tried to shake it off, desperate to rid herself of a lingering, giddy sensation. "First things first, though. We make that pony grow some backbone. He's nopony's doormat, and we're not going to let him think he is, either."

Twilight smiled, still melancholy, though her mood was much better than it had been. "In time, Rainbow Dash." She was thankful for her friends, and while Twilight loathed Jameson for the damage he'd inflicted on her lover's psyche, the alicorn felt consoled knowing there were ponies willing and able to help heal his scars. She felt her eyes stinging again, and she shook it off before she could work herself up again. Trixie placed her hoof over Twilight's shoulder and gave her a reassuring smile. Twilight felt her own smile grow. "Thank you, everypony. I'm sure Peter would appreciate all of this. I know I do."

Another scene came to life within the sphere, this time of an armed robbery, with Peter dodging bullets with impossible grace, subduing the thugs without hurting them. Another, where Peter swung above the city streets in high-speed pursuits, protecting bystanders and managing to outmaneuver motor vehicles. He dove into flaming buildings, took down muggers, rescued hostages, prevented mass poisonings, duked it out with mutated monsters, prevented train-wrecks, found lost children, disarmed bombs, saved construction crews from collapsing buildings, wrecked giant rampaging robots, deflected alien invasions, fought mad scientists, averted several missile incidents, saved an astronaut from a fiery death, spared his city's denizens from horrible mutations, prevented animal stampedes, thwarted shapeshifter conspiracies, fought an outbreak of scaly dragon-like beasts he called _dinosaurs_, helped a woman deliver her baby, and in one notable occasion, gave a terminally-ill child her dying wish.

The recounting of Peter's memories continued, and as they went, they sped by faster and faster, to the point where they were just a series of blurs, the number of those rescued growing far too high to count. Twilight cast her Super Sense spell when it became too much to follow, speeding her perception of the images up enough to give her an idea of the events they encompassed, but it took less than a minute for the strain of pushing the spell to keep up to get the better of her. She cancelled the spell with a whimper of pain as she shut her eyes tightly to block out the projection, which by now was little more than flashing colors, even to her enhanced vision.

Cadance trotted over, placing her glowing horn over Twilight's. "Be careful. If you use that technique too much, you'll go blind." She stood back once Twilight could open her eyes completely. "What were you doing?"

Twilight squinted at the projection with a frown. "I was trying to get an idea of how many people Peter's saved exactly, but there's too many! I lost count at two thousand."

"_That_ many?!" Shining Armor stared at the crystal ball with his mouth agape. The images continued to run, one rescue after another, but the playback speed made it impossible to analyze. "Remarkable, and that's _not_ including the ones we can't count. If I had to guess, he's saved tens of thousands." He glanced from the memories to the other ponies around the table and back. "At least." He frowned for a moment before his eyes widened at a belated realization. "Wait. If Peter was fifteen when he first became Spider-Man, that means he's done all of this in less than four years!"

Before anypony could respond, the crystal darkened. Everypony stared at the orb questioningly, assuming for a moment that the memories had come to a halt, but the darkness lifted, revealing an image of Spider-Man prone on the ground. His mask was torn, showing over half of his face and unkempt brown hair. Peter shook his head, freeing the cobwebs from his cranium as well as droplets of blood that fell from a gash on his forehead. Twilight, Fluttershy, and Cadance gasped out loud when a large bipedal monster jumped onto Peter, earning a sharp scream of agony from the young man.

Its body was as black as tar with tiny traces of white. A large spider emblem splayed across its chest, and its blank white eyes were the same as a spider's - or rather, Spider-Man's lenses. The monster cackled, baring its sharp fangs to Peter, and as it lifted Spider-Man from the ground with a chokehold, its snake-like tongue whipped about. Suddenly, its skin hissed and peeled away from its head, revealing a blonde man's face underneath the black goop. He, too, laughed at Peter.

"Eddie..." Spider-Man coughed as his air left his body. "The symbiote! Y-You have to get rid of it before-"

Smirking, the man brought his free hand to join the other, using both to strangle Spider-Man. "We're not as stupid as you, Parker. We embraced each other!" The symbiote reformed over his face, transforming the man back into the monster. "We are now..._Venom_!"

Luna's eyes widened. The resemblance was uncanny between the monster and Peter's alter ego. Her own heart froze, memories of her past surfacing. She reached out, extending her trembling hoof to Peter's image. "Oh holy creator protect us," she whispered. _"It's the Nightmare..."_

_To be continued._


	37. Eyes in the Back of His Head, Part II

_**Chapter Thirty-Seven "Eyes in the Back of His Head, Part II"**_

_Eighteen Days Remain_

The crystal ball's image grew blurry, threatening to fade from existence. Luna's trembling hoof slid back toward her, and she took a shuddering breath, as if clearing her head of awful memories. What was there was bad enough as it was. Considering Peter was in a chokehold, it stood to reason that he was losing consciousness or, worse, dying. However, in a bright series of flashes, images of various points in Peter's life appeared in the projection, finally settling on several adjacent images of Spider-Man dodging attacks from the likes of the Lizard and Titania in some kind of demented duel to the death; their efforts were far too close, tearing away shreds of his costume.

Rainbow Dash scratched the back of her head. "What just happened? Did it rewind or something?"

Celestia's brow furrowed, lowering further as the fights grew continually more violent. "I believe he is having flashbacks. This tends to happen when one is on the verge of death… or so I hear."

_'Why am I here? Of all the people this 'Beyonder' guy had to call here, I just HAD to be one of them! I don't have time to fight! I have a test to study for! Seriously! 'Battleworld'? This guy had nothing better to do with his time? Dude! Buy action figures and make THEM fight!'_

Thanks to Peter's persistent internal monologuing, everypony had a rather good idea what exactly was transpiring. After being teleported to a planet called 'Battleworld' by the cosmic entity known as the Beyonder, Spider-Man fought alongside fellow heroes against supervillains, who were also brought to this world against their will.

Trixie folded her hooves and raised her brow. "A cosmic entity? Is there _anything_ Peter hasn't dealt with?"

Twilight's stomach lurched, a slight discomfort rumbling in her abdomen. _'Another near-death experience,'_ she thought. Inhaling deeply, the mare shook her head and buried her face in her hooves. This was becoming too much to bear, but Twilight glanced up at the crystal ball again, looking at the image of Peter and feeling like a sad puppy. _'I know I'm forced to accept the life you lead, Peter. I know this is in the past, but I can't stand seeing you get hurt.'_

During one of the many, many battles, Peter ruined his normal costume beyond repair thanks to a direct blast from Volcana. The odd metahuman Earthling that Peter called the Hulk told Spider-Man about an alien machine operated simply by touching it and thinking of what kind of equipment you needed. When Peter thought of the new costume he wanted, the machine gave him a black sphere. When he touched it, Peter found himself covered in a new black costume. The only other shade was white, found in his blank lenses, top of his hands, and the spider emblem wrapped around his chest and back.

Pinkie perked up, her confusion evident as she tilted her head to the side like some sort of pink bird. "Wow! Peter looks just like Venom!"

"I believe you mean Venom looked like how Peter did - _before_ he gained the symbiote," Rarity bemoaned, shuddering. "It peeled away, too, like some sort of horrid flesh wound. How revolting. I suppose Peter can't be blamed; he didn't know what it was at the time, after all."

Luna managed to collect herself enough to speak, "He truly resembles a denizen of the night." She felt a chill, but resisted the urge to shiver. "Is the darkness this vile to look upon from the outside? Was it this… hideous on me? I wonder if this is why ponies turn away from the night in contrast to the day? It certainly would explain why they fear me even now..."

Celestia leaned against her sister, nuzzling her slightly. "They will change in time. Do not fret."

Time rapidly progressed through the crystal ball, stopping sometime after the so-called 'Secret Wars.' Back on Earth, Peter learned that the costume could respond to his thoughts, change its shape, amplify his strength, and create an unlimited amount of organic webbing. It made him better. Stronger. Faster. And it increased his already impressive stamina to unbelievable levels. He felt untouchable. Peter's confidence rose, and his reservations diminished.

He even stood up to Jameson, playing hardball to get a decent pay raise.

"That's my offer, Jameson! Take it or leave it!" Peter barked, folding his arms in front of his boss.

"That's three times the price, you cheapskate!" Jameson bellowed, slamming his hands onto the desk.

"Given Peter's living situation, it seems like a halfway decent paycheck!" Twilight yelled, forgetting she was watching a projection. "_You're_ the cheapskate, you skinflint!"

"Is anyone else getting you pictures of Spider-Man?" Peter snapped, leveling a glare at Jameson. "Decent ones, I mean? No? I didn't think so!" The older man snarled, but in a fit of defeat, he wrote out the payment on a check. Peter snatched the paper from the desk once it was signed before walking out with a smug grin on his face. "Pleasure doing business with you, JJ."

A young brunette at the Bugle, sitting at a desk, glanced out of the corner of her eye. "Peter, make sure you pay back the money you owe. You're still three-hundred dollars behind for the month."

He scowled, stomping past the woman. "Keep to yourself, Betty. I don't care right now."

Rarity's eyes widened. "My word. Peter's _never_ that rude."

The scenery within the crystalline sphere changed again, this time taking place in Peter's Aunt May's home. Dinner was served, but her nephew seemed disinterested, instead slouching his way outside. She called out to him once he reached the door. "Peter? Aren't you hungry? You came by to visit, and you haven't eaten anything."

Peter shook his head and closed the door in a huff, refusing to look back. "No. I'm…fine."

The image changed to another. Spider-Man hung a struggling crook over a pole with his webbing, but he shook his head, trying his best to tune out his thoughts.

_'Do we really want him to leave? He will come back and harm us. We should put him down like the dog that he is,'_ that horribly seductive voice in his mind snarled.

Peter snarled back. _'It's just a petty thief. That's too much.'_

The voice in his head let out a feral growl. _'Jameson mistreats us. If he wants the city to fear us, perhaps we can give him a reason to be scared. Respect comes from fear. They will all understand! Listen to us!'_

Spider-Man shot a strand of webbing into the air, latching it to the side of a building before swinging away. _'Will you stop thinking like that? You sound like Goblin.'_

His mind huffed. _'We are the only ones you can trust. Everyone else will betray you. They always do.'_

"Will you shut up?!" Peter hissed, his voice echoing into the alternate universe and sending shivers up everypony's spines.

Fluttershy's ears twitched in discomfort from where she huddled in her chair. "Oh, how horrible. Peter was really… aggressive with that evil… _thing_ on him."

Rainbow Dash scuffed her hooves against the smooth surface of the marble floor. "Yeah, you're right. He was a total jerk. I'm glad he got it off. I'm just curious how he managed it."

Luna fidgeted her hooves for the seventh time, trying to achieve some form of composure, but the princess was too apprehensive, the iron-clad maiden lacking her usual surety. The voice in Peter's head was no different from the one she had heard for more than a thousand years. It wanted to become stronger, punish anypony who dared show any but the utmost deference, and held a nagging distrust which kept everypony at hoof's length. Sweat beaded over her forehead, but she shivered, her body feeling as if it were trapped in ice. Her breathing grew harsh, like glass scratching against iron wool.

Luna's mind crept into a dark place and hid from old memories, snapshots of her time as the Nightmare. Much like Peter, Luna had been completely oblivious to the changes in her behavior. It wasn't until long after she was banished to the moon that Luna realized what had become of her, but the Nightmare's presence had dominated her at that point, impossible to overcome. Celestia's hoof fell over her own, freeing Luna from her self-induced trance. The maiden of the moon glanced up at her horn as its magic diminished, chastising herself for looking weak before her peers. She lowered her head and apologized, despite every fiber of her Canterlotian being telling her otherwise.

Once Celestia's attention returned to the crystal ball, Luna unconsciously placed her hoof over her pulsating cranium before slamming it into the table out of frustration. _'Peter… are you my shadow? The one who walked down the path I couldn't follow? You have bested me in combat, overcame your version of the Nightmare. I am not the warrior you are.'_ She scoffed, closing her eyes shamefully. _'I must better train myself and follow your example. Maybe then, I can best you in the future.'_

A flash of light lit up the projection, fading to reveal Spider-Man lifting Rhino high over his head before hurling him to the ground with enough force to shatter stone.

_'We are stronger than he can ever hope to be!'_ his thoughts raged, prompting Spider-Man to throw Rhino by his leg and swing him through the nearest stone wall, shattering it violently. "Don't you get it, Rhino?!" Peter bellowed, his voice unrecognizable. "I am _**invincible**_!" _'Put an end to this! Make sure he never threatens us again!'_ Peter nodded, agreeing with the voice sharing his mind. Spider-Man lifted a large piece of the wall that remained intact and held it over Rhino, who pleaded for mercy. "Sorry, Rhino! Messing with me is the last mistake you'll _ever_ make!"

Fluttershy threw a hoof over her mouth as her ears fell into her mane. "No no no no no…"

_'What are you doing?! STOP!'_ Peter's internal voice called out, tuning out the darker one that filled his mind. Spider-Man shook his head and dropped the stone away from Rhino's body. _'I was about to kill someone!'_ Peter held his hands across from his face, his brow furrowing under his mask. _'It's the suit! I have to get it off!'_ Swinging off into the distance, and reaching a bell tower, Peter clutched at his suit, but it latched itself deep to his skin, refusing to separate from the host. The second voice in his head screamed, lashing out. _'You must not reject us!'_

Luna's mouth hung open as she watched Peter pry away at the symbiote. Whenever he managed to free some of it from his body, it hissed, snapping back to its position. Yet, despite the task, Peter continued to fight against the symbiote, doing his best to tune out its thoughts. Luna had surrendered to the darkness, but Peter resisted, going so far to expel his corruption through sheer, physical will. The bells in the tower tolled the hour, ringing throughout the vicinity. That was the edge Peter needed. Screaming at the top of his lungs, the young man managed to rip the symbiote away from his body, and Luna cried out as the memory faded, tears pouring from her eyes.

"That perseverance is what I lacked!" she exclaimed, slamming her forehead against the table. "I was _weak_! I turned against everypony and my sister! I should have fought harder! If my willpower was as strong as Peter's, Nightmare Moon would never have seen the light of day!" Raising her head, Luna looked over at Celestia, and despite the flurry of emotions she felt, the moon maiden found a way to smile. "It makes me wish I met Peter sooner. He could have given me guidance."

Celestia smiled "Both of you can lend each other knowledge, but only if you open your heart to him."

Luna blinked, wiping away her streams of tears. "It's certainly impossible to turn down that proposition."

Venom's hideous face filled the crystal ball, a fanged smile formed on his features. His cackling laughter echoed throughout the room, sending chills into the spines of the ponies watching. Fluttershy's body remained low with her hooves over her eyes. The monster was frightening in its own right, with slimy skin and bug-like eyes that were similar to that of a changeling's, but the mare couldn't bring herself to watch Venom inflict pain on Peter, especially when it enjoyed it so. Rarity forced herself to watch, but the blows dealt to Peter were heavy, shaking the trajectory of the image within the crystal ball with each attack.

Shining Armor glared at the sight, frowning at the violence he was forced to witness. His mind recalled the battle with Sombra, particularly how Peter handled himself throughout the entire event. Despite the immense danger they were in, Spider-Mane remained light and found a way to stay positive. In the end, he struck down Sombra almost effortlessly, but against a majority of the villains on his planet, Peter was thoroughly outmatched. Even now, Venom had a majority of Spider-Man's powers, but he was stronger and didn't trigger Peter's spider sense, his trump card by far. Considering Peter held his own against Princess Celestia yet struggled against Venom and several others, Shining could only respect his comrade for dealing with such duress on a regular basis and finding a way to persevere every time.

For Luna, the memory was too much like her own experience. Nightmare Moon and Venom were beings born from corruption, darkness, and space, plaguing the souls of their hosts. Luna lost herself to loneliness, an empty void in which nopony could reach her, and the Nightmare repelled it, promising the princess would be just as loved as her sister by her peers. All she had to do was let go and allow the darkness to fill the confines of her heart. That would forever be a mistake Luna wished, begged, to undo. Nightmare Moon manifested, amplifying the alicorn's powers by a large margin, but her personality was negatively altered. Luna became cold, savage, aggressive, and selfish to everypony around her, even to her older sister.

Luna's eyes softened as she watched Venom lift Spider-Man from the ground by the neck. By all intents and purposes, Peter went through the exact same thing with the symbiote. Even after she deemed the outworlder her friend, Luna was not quick to believe his words when he stated he understood her plight in regards to the darkness. It was a flaw of hers. Always had been. She could not trust as easily as her sister. Even now, Luna was lonely, unable to completely trust anypony with an open heart. It was always easier to keep others at bay in comparison to dealing with betrayal from one who was once an ally.

She found herself nodding, struggling to breathe due to the lump in her throat. Her heart felt heavy, riddled with a sense of guilt. Peter trusted her with his tale when she didn't deserve it, and now, he was showing her (and the others) his experiences, both good and bad. That was something Luna could never bring herself to do. At least, not with a group. No, there was only one pony aside from her sister that she trusted with such valuable, sensitive information. It was Peter, somepony who stood at the end of the path she couldn't at a pivotal time.

Her eyes hurt all of a sudden. Rejection came at a cost. The symbiote found a new host in Eddie Brock, a man who hated Peter for unwittingly getting him fired from the Bugle. Luna considered herself lucky in that regard. The Elements of Harmony eliminated all traces of Nightmare Moon. She was not forced to combat an embodiment of hatred with all of her abilities and who was aware of all of her secrets. The inside of her chest tightened, forcing Luna to fight back her building tears. She cursed under her breath. It was as her sister suggested, but she hated how frail she felt. This did not need to happen, but Luna smiled, allowing tears to escape from her eyes.

While she could not be direct (at least for now), Luna knew what it was she felt. After countless eons, she had finally found… a best friend, and Luna would embrace this bond, knowing it would grow stronger with time. Granted, Peter was certainly not bright at times, but Luna considered it a unique charm, not that she would tell the twit such a thing. From this day forward, Luna promised herself to treat Peter as her one true equal. As to _where_ this bond would lead left a twinge of uncertainty within the princess. This was a leap of faith. However, Luna managed to smile. If Peter could trust her, surely she could do the same for him.

Meanwhile, Venom continued to choke the life out of Peter, but in an act of desperation, Spider-Man threw his legs out, managing to kick the underside of Eddie's jaw. Venom staggered, losing a grip on his prey. With his hand placed over his throbbing throat, Peter took in as many breaths as possible to regain his oxygen, all while scanning the environment for something of use. Suddenly, his revealed eye widened behind his torn mask once his sight narrowed on the cathedral near their position. He turned back to face Venom with a determined glare and yelled out, charging the monster full speed. He attacked with a flurry of punches, but Venom countered with a backhand across the side of Peter's head.

The blow sent Spider-Man spinning over the edge of the building and into a plummet. However, as he neared the ground, Peter shot out a strand of webbing and swung to alter the direction of his fall, but his momentum was too great, leaving the young man to lose control and burst through the wall of the cathedral. Shards of concrete and rock scattered about as Peter rolled to a halt. He sighed, grateful for the fact the church was empty. Venom entered through the makeshift hole, and the moment Spider-Man made it back to a vertical base, Eddie lunged forward, driving his fist into Peter's stomach.

Before he could recover, Venom retrieved a steel chair with a strand of webbing and used it to knock Spider-Man skyward, shattering the seat upon impact. Peter flew into a column, cracking it, but he freed the cobwebs from his head, using his webbing to retrieve an empty sack on the other side of the room. Venom jumped into the air where Peter was, but Spider-Man flipped over Eddie, shot a strand of webbing to the ceiling, and zipped himself to the bell tower. Unfortunately, the moment he reached the room, Venom tackled him out of midair and threw Peter into the ground, just a few feet from the bell that took up half of the room.

"You should never have rejected us," Venom hissed, reaching down for a sharp, steel pipe. He walked over to Spider-Man and planted his foot over his chest. Raising his weapon high over his head, Venom cackled. "We are poison to you, Parker. That is why we chose the name, Venom!"

"You know what? You're right. You really _are_ poison to me," Peter groaned, closing his eyes as if to accept his fate.

Venom lunged forward, ready to impale his prey, but Spider-Man rolled to the side, narrowly avoiding the steel that imbedded through the concrete. Everypony, especially Twilight, exhaled a breath of relief. Before Venom could react, Peter webbed his hand to the ground, keeping Eddie from escaping. Spider-Man unleashed an array of webbing on his legs and free hand.

_'My web-cartridges are almost empty! Better not screw this up!'_

Rainbow Dash hopped out of her seat, hovering with a concerned expression in her eyes. "Come on, dude! You can do it!"

Luna sat on the edge of her seat as her hoof tapped feverishly against the table. "Expel the darkness!"

With Venom pinned to the ground, Peter took the steel pipe in hand and approached Eddie, but Spider-Man hopped over his body, striking the base of the cathedral's bell instead.

Its ringing echoed across the airwaves, sending waves of tremors coursing throughout the room. The symbiote on Eddie's body screeched, squirming about as the bell's 'roar' seeped into its being. Peter struck the bell several times, and with each gong, the symbiote unknowingly freed itself more from the body of its host. Finally, once completely separated from Eddie, the alien goop crawled across the floor, hissing at the bell for causing it such misery. Leaping from his position, Spider-Man landed behind the symbiote and scooped it into his bag, using his webbing as a makeshift tie. Eddie's eyes fluttered open, only to roll into the back of his head once Spider-Man´s fist smashed into his jaw.

The symbiote's hisses could be heard from inside the bag, but Spider-Man struck the bell once more, managing to silence its protests for the moment. "Sonic vibrations," Peter murmured through winded breaths as the memory faded from the crystal ball, "...the perfect antidote to your _venom_."

Luna smiled. "Well done, my friend…"

Fluttershy slowly opened her eyes, sighing once she realized the image of Venom was gone. Shaking her head, the mare brushed her trembling hooves together. "Peter is… really brave. How could he fight such monsters?"

Wiping the beads of sweat from her forehead, Twilight closed her eyes, using the entirety of her focus to regulate her heightened heart rate. Although these were only memories, figments of the past, the alicorn found it taxing on her mind, heart, and nerves to see the love of her life barely escape from the grasp of death time and time again, each coming closer than the last. A dreadful ache coursed throughout her chest, her mind recollecting the premonition Madame Web left in the book that helped bring Peter to Equestria.

Had he stayed on Earth, Peter would have eventually been killed. The sheer thought of losing a friend in such a way was too much for Twilight to bear. The mare's hoof fell over her chest as her large glossy eyes filled with tears. Twilight imagined the possibility of her lover falling victim to these monsters, and she shook her head, not wanting to experience that level of tragedy in her life, especially when she couldn't imagine living _without_ him in general.

"I don't know, Fluttershy, but I couldn't be happier knowing Peter's here with me… I mean, _us_… where it's safer," Twilight sniffled through a choked voice. As she wiped her face clean, the mare's shoulders trembled involuntarily. "Venom was bad enough. I can't imagine my coltfriend fighting something worse."

A new memory began to surface, but everypony´s eyes widened at what appeared. Spider-Man's image filled the orb. However, he swung away, flipping over a beam of energy that sped from behind. A herald of Galactus came to Earth. His name was Firelord, a being of immense power, and he was someone the Avengers teamed together to fight.

Unfortunately, Peter bumped into him alone, and he was forced to lead Firelord away from any innocent bystanders. Spider-Man stopped to catch his breath, thinking it was finally over. He had been on the run for several hours, doing his best to dodge Firelord's attacks. Had even one of his beams of energy or flames touched him, Peter would have died. Thankful that he'd survived, Spider-Man collapsed from exhaustion, ragged breaths escaping from his mouth. Suddenly, Firelord emerged from the rubble and fired a series of beams at Spider-Man.

"Where does he get his power from? This is so _unfair_! I can't stop someone this powerful!" Spider-Man growled, his frustration and amazement evident. Unfortunately, walls of flames surrounded the pair, cutting off any hopes of escape for Peter. Firelord cackled, holding out his hand as he readied to kill the young man. However, with nowhere left to run, Spider-Man roared and attacked for the first time. His fist smashed into Firelord's face, knocking the cosmic being to the ground. "I'm not going to die! You won't kill _anyone_!"

In his desperation, Spider-Man jumped onto his opponent and delivered a flurry of punches, each blow dealt with more force than the last. Again and again, he attacked, unaware the ground could not withstand his strength. The rock cracked under the pressure, but Peter refused to stop, knowing he would die otherwise. Spider-Man's screams echoed across the sky. He would not give up. Too many lives were at stake, his own included. Fortunately, something warm fell over his shoulder, prompting Peter to cease his assault.

"Spider-Man! That's enough!"

The individual was Captain America, leader of the Avengers and legendary hero. The Avengers had finally arrived, but they were too late, their mouths falling agape at the sight. Taking in slow breaths, Spider-Man cleared his head and took a look at Firelord, who was unconscious and imbedded in the ground. In his rage, Peter did not even know he had already won.

Twilight shifted in her seat, forcing out a concealed gasp. "Peter...!"

Shaking her head, Trixie found it difficult to pry her gaze away from the crystal ball. "My word. Such... rage."

Celestia brought her hoof over the table. "Peter is far stronger than he thinks. Let us be grateful for his moral code." Her gaze stiffened. _'A gentle soul with **that** much reserved strength... I have a distinct feeling only a select number of individuals have seen this side of you, Peter.'_

The image dissipated, allowing a new memory to appear.

"Oh, no. Not you," Spider-Man moaned, rubbing the aches out of his head with his hand. A woman stood over him, black leather practically hugging her skin. She knelt down, straddling the young man. Peter tried to ease away, but he had not recollected his wherewithal from the fall. Her snow white hair fell over her face, but she threw her head back and whipped it to the side, revealing a cat-like smile and large green irises. Spider-Man shook his head. "Black Cat... what are you doing?"

The woman feigned a gasp. "When it's just us? You're supposed to call me Felicia. You know that." She leaned over, planting a kiss on his cheek. "I only wanted to play a game of cat and mouse." The woman held a strand of Spider-Man's webbing in her hand, the end indicating it had been cut. "I had to get your attention somehow." Flipping into the air, she landed on the side of a wall and winked at the dazed hero. "Catch me if you can!"

"Oh, great. Another round of 'kick the spider'..." Peter grumbled, firing a strand of webbing to the wall. He pulled himself up, and the moment he landed on the rooftop, he found Felicia waiting for him. She dove off the building, prompting Peter to follow.

Twilight's brow twitched madly. "Who... is _that_?" Her voice was apprehensive.

Rarity's eyes held a gleam. "I'm not sure, but I must get a hold of her tailor. That outfit's divine!" A chilling breeze brushed over the unicorn as Twilight hissed under her breath.

Trixie huffed, furrowing her brow at the one called Black Cat and a visibly-irritated Twilight Sparkle. "Well… this just got interesting."

The memory in the crystal ball continued to play out, showing Spider-Man sprinting after Black Cat across the rooftops of the city. Felicia Hardy was the daughter of a notorious cat burglar, and once her father was imprisoned, she took up the mantle and became the new Black Cat. With superb athleticism and her father's training, Felicia was certainly trouble, stealing the greatest jewels and eluding the authorities with ease. That was until she ran into Spider-Man. Their first meeting ended with Felicia's first true defeat, but it seemed to have sparked an infatuation for the masked vigilante within the woman.

Unlike a majority of the rogues Peter fought, Black Cat proved to be a valuable ally whenever their interests aligned, but their motives and morals always clashed, leaving their mutual attraction for each other to never breach past the physical barrier. In the current memory, Felicia had resumed her old ways, stole a priceless gem, and simply wanted to 'play' with Spider-Man. Twilight's glare had not faltered in the least, remaining on the cat burglar, but with every exchange Felicia shared with Peter, the alicorn's hisses grew in volume.

This feeling that swelled within her was unsettling, fueling Twilight with unmatched irritation. Peter was open with his mare, but he never mentioned this Felicia Hardy, not even once. Twilight's brow furrowed at a thought. Perhaps there was _nothing_ to mention, and the infatuation was one-sided on Felicia's part. Rationality filled the confines of the alicorn's heart and mind. This _was_ a distant memory, after all. Exhaling, Twilight closed her eyes and shook her head woefully. For a moment, it felt as if she was actually jealous of Felicia.

Twilight's cheeks grew hot. She couldn't understand why such thoughts came into mind in the first place. This emotion was brought out by Peter, and it made just as much sense as the complexities of love, which for Twilight was none whatsoever. She opened her eyes, watching Black Cat's sultry advances towards her lover with apprehension and wariness. Groaning, Twilight brought her hoof over her forehead. No question. This was in fact jealousy.

Yet, she managed to smile. Twilight could rest knowing Peter was hers by the end of the day. Sighing, Twilight tuned out her thoughts and focused on the crystal ball. She only hoped nothing would set her off before then.

"I should have caught up with her by now," Spider-Man groaned, landing on the side wall of the lower half of a skyscraper.

Felicia landed several meters above his position and proceeded to scale the building's wall via a sprint, forcing Peter to mirror her actions. Unfortunately, as he pursued the woman, his eyes couldn't help but wonder.

"I swear she's winking at me... from behind," Peter deadpanned, doing his best to not stare and failing miserably.

Pinkie raised her brow, oblivious to the crimson flushes half of the mares in the room bore. "What does _that _mean?"

The current viewpoint already made concentration a chore, and Black Cat's skin-tight attire didn't help his mindset, either. It moved with her, as if it were always a part of her. Felicia's costume complimented her body _too_ well.

"Those tights are painfully distracting," he huffed before increasing his speed and closing the gap between himself and Black Cat. "I think I might have a fetish. Let's hope not." In mid-stride, Spider-Man fired a strand of webbing into the wall and pulled himself over the woman, delivering a diving kick square into her back as they finally approached the roof. The stolen gem slipped from her hand as she lost consciousness. Peter knelt down, taking the gem and assuring the woman was okay, but he gulped at a thought before the memory within the crystal ball faded. "Man, if Gwen saw me right now, she'd kill me."

Chuckling inwardly, Shining Armor stole a glance at Twilight, who gritted her teeth angrily. _'She isn't the only one.'_

Another scene came to life within the sphere. Thanos had just turned the entire team of Avengers into statues. The Vision, She Hulk, Scarlet Witch, Captain America, and Thor were dispatched with relative ease and were placed around the palace to appease Mistress Death. Spider-Man stood before Thanos, their height differences vastly apparent by several feet. Peter had fought ally and enemy alike, from Wolverine to Doctor Doom, for control of the Infinity Gems, jewels with god-like powers. If assembled properly within the Gauntlet, the wielder could control all of reality.

Thanos stared at Earth's remaining hero and huffed, finding the sight rather pitiful. Raising his hand, the tyrant retrieved the gems from Spider-Man using his telekinesis, and in a bright flash of light, the Infinity Gauntlet had been reformed.

"You are a fool! Did you honestly believe I would allow you to defeat me?" Thanos bellowed with his hand held high. The terrain gave away, causing several pieces of stone to levitate in the air. Thanos grinned at the smaller being, clenching his hand into a fist. "One billion souls have fallen to my might! You shall do the same!"

Lowering his body into a defensive stance, Spider-Man shook his head. "One billion? I'm surprised you can count that high. Did you need help?" Thanos knelt to the ground and threw his hand back, sending dozens of stones towards Spider-Man, but Peter flipped to the side, narrowly avoiding the granite barrage, all while ignoring his mind's complaints. _'I don't believe it. The Avengers are gone. Thanos is in control of the Gauntlet, and **I'm** the only one left to stop him! What am I trying to prove? This is suicide!'_

Thanos threw a wide punch and low kick, but Spider-Man ducked underneath the first attack and hopped over the second. Focusing his energy into his hand, the tyrant created a small bubble before throwing it into Peter's chest. Expanding upon impact, the bubble engulfed Spider-Man's entire body. Thanos reached through the 'barrier' and grabbed the young man by his neck. Spider-Man clutched at the gauntlet, feeling his oxygen escape from his lungs. Thanos chuckled, releasing his grip, but his free hand drove forward, smashing into the underside of Peter's chin with a uppercut.

Rarity, Fluttershy, Cadance, and Twilight shrieked, recoiling at the shockwave generated from the force of the blow. Spider-Man flew several stories, unable to stop his momentum. However, with the power of the gauntlet, Thanos summoned a meteor from the sky and sent it crashing into Spider-Man. Everypony could only watch as their friend was crushed, left in a crater under the meteor's weight. The rock split into two, falling to both sides, but the result was there, flat on his back. Thanos turned his back to the damage, holding his arms out victoriously.

However, a burst of green light erupted from the crater, causing Thanos to run over and check the disturbance. Spider-Man, somehow still alive, had made it back to his feet, but he held his hands high over his head, a strong jade aura channeling into his body. Thanos glared at his gauntlet, grunting once he realized two of its gems were missing, and Spider-Man was using the Soul Gem to heal his wounds. Not wanting to prolong the inevitable, the tyrant folded his arms and conjured a second meteor flying after the smaller man.

The granite crashed over his position, but Spider-Man's image distorted, splitting into three separate bodies. They swarmed Thanos, each striking a different portion of his body while moving at a blinding speed. Thanos cursed out loud, the Power Gem giving Spider-Man a severe advantage. In the midst of the scuffle, one of the Spider-Man doppelgangers freed the gauntlet from his enemy's hand, but before Thanos could react, the other two spiders unleashed an array of webbing, cocooning the cosmic being. The Power Gem's diminished, and the doppelgangers faded from existence. After placing the gems back into place, Spider-Man now wielded the power of the Infinity Gauntlet.

"I did it! I finally have the Infinity Gauntlet!" Spider-Man cheered, turning to face the cocoon which Thanos steadily ripped free from. Closing his eyes, Peter focused his thoughts into the gems of the gauntlet, and their energy coursed through his body, filling Spider-Man with untold power. "There's so much I can do with this, but I know what _needs_ to be done."

"The power of reality at his disposal. Peter can literally have whatever he desired," Celestia declared, her brow furrowing at the powers being displayed.

Luna frowned. "Yes, the possibilities are endless. He could revive his loved ones or live as a god to those who have wronged him. Though I have a suspicion he wouldn't abuse this power."

_'The Infinity Gauntlet is too dangerous to be used by anyone,'_ Peter centered his thoughts on the Avengers, the planet Earth, Thanos, and the realms affected by this power. Time unraveled, and pieces were restored to their normal functions. A light engulfed everything, including Peter, but his thoughts could still be heard, causing the Reality Gem to glow brightly. _'I wish everything was restored to normal and that the Infinity Gauntlet is never found again!'_

Amazement filled Rarity's features, evident by her widened gaze and opened smile. "He gave up the power without a second thought!"

Everything was truly restored. The Avengers were back performing their heroic duties, the Infinity Gauntlet was thrown into a black hole in deep space, and life went back to its bumpy road for Spider-Man. It was as if nothing happened, and after having a talk with Captain America, Peter found that was almost the case. Nobody remembered the events, not even those directly involved with Thanos or the Infinity Gems. Standing on the edge of a skyscraper with his arms folded, Spider-Man lowered his head and sighed desolately.

_'Well, what do you know? I save the universe, and nobody remembers it. Just once I'd like for people to see I'm the good guy. Is it wrong to want some recognition? I mean, just a little?'_ Shrugging, Peter leapt from the building and sped into a free fall. _'Oh, well. Story of my life.'_

As the memory concluded, Rainbow Dash scratched the back of her head, awkwardly glancing off to the side. "Well, I mean… Just… Wow." Words failed to describe the way she felt. Tapping her hooves together to help jumpstart her stalled brain, the pegasus recollected one of the past conversations she shared with Peter, and that helped the mare find the words in which she sought. However, Rainbow's disbelief was etched deep into her thoughts, evident by the widened, starstruck gaze in her rose irises. "Peter just saved the universe!" Grinning, the mare threw her hooves high over her head. "That was _so_ epic!"

Trixie smirked, allowing a sound that could have been mistaken for a giggle to escape from her mouth, albeit briefly. "Yes, I'm not usually inclined to agree with you, but Parker was most certainly… _sensational_ in that encounter." Flustered, the unicorn grumbled incoherently, her voice too low to be heard by anypony. "He's still stupid by all accounts."

Shining Armor remained stoic, taking in each bit of information as quietly as possible, but his gaze fell over his sister, furrowing as she giggled to herself. "What is it, Twilight?"

The young alicorn glanced at her brother with a widened gaze, as if she was freed from a daydream, but Twilight's smile remained intact. "It all makes sense now. I finally understand what it means." The memories of that day were everlasting, for they meant everything to Twilight and changed her life forever. "The spell I used to summon Peter to Equestria was meant to bring the greatest hero in history here. At first I didn't understand it. Peter was unorthodox, clumsy, and a bit of a chatterbox. He wasn't quite what you would expect from somepony who was supposed to be the greatest hero of all time."

Twilight frowned, her heart stinging from the comments she made. She did not mean to come off as rude or pessimistic, but these feelings were true for the one she held the closest. "Then I remembered how Peter felt about his _supposed_ prophecy. He couldn't believe it. Even now, he refuses to believe that it's true." Twilight laughed. "We just watched him rescue tens of thousands of people, face dozens of super criminals, and save the entire universe _and_ reality. Peter has saved billions, if not _trillions_, of lives! Including our own since reality is one plane!"

Her emotions went into an uproar. During her heartfelt speech, Twilight did not notice she was crying again. Never had she cried so much for one pony in a single sitting. The mare brushed away her tears, frustrated she could not control her emotions whenever they came to Peter. It was tedious, infuriating, and as the alicorn slouched in her seat with a hoof over her throbbing cranium, she learned love was a grandiose headache as well. Despite this inconvenience, Twilight lifted her head and smiled, although she kept her eyes closed to help minimize her aggravating pain.

"Peter _is_ the greatest hero. Not just in the world but _all_ worlds. I'll gladly admit this on Peter's behalf." Twilight managed to laugh. "Even if he's too modest, and stubborn, to admit it himself."

Shining nodded, prompting the others to mirror his actions, but the corner of his mouth curled slightly. "Keep talking like that, sis, and you'll sound like his wife."

All of the blood in her body rushed to her head, strengthening Twilight's migraine and giving the mare a blossom-tinted blush. 'Shining! That's-! That's-!" she whined, both at her brother and her headache. "First, Mom jokes about grandfoals and now this. I mean, marriage _would_ be nice." Cadance and Celestia grinned at the young alicorn's response, adding to Twilight's flustered state. She waved her hooves, the temperature in her face rising still. "I mean, not _anytime_ soon! We _just_ started dating. I _do_ love Peter a lot! I just-! I mean-!"

Her mind ran too fast to form coherent words, leaving Twilight a babbling mess. Eventually, she folded her hooves in defeated fashion, unable to rid herself of the flush that plagued her features and left her unusually warm. _'For my sake, please let this be the last of your memories, Peter…'_

Images came together within the crystal ball, although they remained blurry for a duration. Everypony watched the distortion regulate itself. Eventually, they revealed a young woman standing inches away from Peter. He laughed sheepishly, scratching the back of his head as the blonde closed the gap and planted a kiss on the young man's cheek. Her smile was sweet, matched only by her loving, emerald gaze. Peter eventually returned the woman's affection with a simple hug, his hands wrapping gently around her slender waist.

The way Peter held this woman close, the sweet nothings he would whisper into her ear, and the affectionate kisses he bestowed on her person were things Twilight had experienced. Granted, this was in the past, but the mare felt uncomfortable, discontent with the image of seeing the one she loved with all of her heart in the arms of another. Words filled her mind, and her chest swelled. She begged to scream, demand that the image stop, but Twilight bit down on her lip, her restraint keeping her building emotions in check.

However, Twilight's frustration deflated in an instant, horror having taken its place. The woman was held over a perilous height at the top of a bridge by her hand. Peter's thoughts echoed throughout the crystal ball, panic filling his voice.

_'Gwen! Hold on! I'm coming!'_

Twilight's eyes shot open as she threw her hooves over her mouth. "Gwen? Oh, no." The memories of the night in Zecora's played throughout her mind. Peter's sorrowful confession was impossible to forget. It was the greatest source of his misery. Twilight gritted her teeth and tapped her hoof against the side of her head, chiding herself for having such childish thoughts centered around jealousy. "I'm so sorry, Peter. I should have known better."

With a wicked smile, the green man with a purple tunic and matching hat shifted his cold, yellow eyes to Spider-Man before returning his gaze to the woman in his grasp. Much to everypony's collective shock, the mad man dropped Gwen, causing her to fall.

The details had not left Twilight. She knew what would happen, her tears surfacing. "I'm sorry. I'm sorry. I'm sorry."

The distance was too great. Spider-Man could not catch up with Gwen. Desperate, he shot out a strand of webbing, managing to latch it onto Gwen's ankle. Twilight slammed her eyes shut, recoiling at the ominous sound that forever changed Peter's life.

**SNAP!**

"I'm _so_ sorry," Twilight choked through her deepening sobs.

This was the night Gwen Stacy died...

_To be continued._


	38. Eyes in the Back of His Head, Part III

_**Chapter Thirty-Eight "Eyes in the Back of His Head, Part III"**_

_Eighteen Days Remain_

_'I saved you, honey. Don't you see? I **saved** you...'_

Silence reigned around the table, the ponies all shocked into insensibility. Peter's memory clutched Gwen's lifeless body, his arms trembling with grief. Luna cringed, throwing her hoof over her mouth to conceal her horrified gasp, and Celestia nuzzled into her sister, providing some form of comfort for both of their sakes. Cadance, for the majority of the viewing, maintained a steady hold of her emotions, but the sight of an innocent woman dying in such a horrific fashion was too much for the Crystal Empire's princess to stand. Burying her face in her hooves, Cadance sobbed wildly while her husband pulled her into a comforting embrace.

The idea of losing his first love in such a way was enough to shake the usually stoic prince, evident by his pained expression. The younger mares in the room had no such luck in keeping their tears at bay. Pinkie Pie, one who normally embodied happiness, had no strength to smile, and her poofy mane had deflated, falling to her shoulders. She sat still, tears silently falling, out out respect for her friend's loss. Fluttershy and Rarity were bawling, crying to the point where they couldn't form words. Rainbow Dash shed open tears, but she found the strength to nuzzle her friends. Even Trixie surrendered to the sorrow in her heart, weeping on her best friend's behalf.

Twilight, despite being familiar with the tale felt her heart being ripped asunder, but it was not for the act of murder committed or over the loss of an innocent life. She watched as Peter gently laid the woman down, his thoughts raging through the crystal ball.

_'Her neck's broken. Her neck's **broken!** What was I thinking?!'_ Peter clenched his hand into a fist and slammed it into the ground, shattering the concrete. _'I stopped Gwen too quickly. I-!'_ Bringing his hand over his face, Spider-Man shook his head. _'I just killed Gwen.'_

Twilight whimpered. "It wasn't your fault, Peter."

"I concur, Twilight," Trixie sniffled, wiping her hoof over her damp eyes. "It is one thing to feel guilt, but it is another to needlessly accept the blame." Her voice choked, forcing the mare to clear her throat. "Parker has saved countless lives, but it's clear his so-called failures are his driving points. It's ludicrous. His uncle and ex were victims of circumstance. I mean, we know Peter was never directly responsible for their deaths, but as far as he is concerned, he is just as much to blame as the burglar or this Osborn cretin." Trixie recoiled, having received a glance from Princess Celestia. She lowered her head shamefully. "I-I am sorry, Your Highness! I did not mean to speak so loosely in your presence!"

Princess Celestia shook her head and gave the unicorn a serene smile. "You are fine, Trixie. I earnestly agree with your statement." With effort, everypony recollected their senses and gave the sun princess their undivided attention. "Peter is a marvelous individual. I'm certain most of you will agree with me for your own reasons, but his greatest flaw is his guilt, and it's often misplaced. It's not his fault. Truthfully, the poor thing has had horrendous luck, and it's altered his thinking. Misunderstanding his uncle's last words, the drive for redemption, and the media's negative image that plagued him are all to blame." Celestia shared a glance with everypony in the room. "That is why you all must help teach him that the entire world's problems are not his own. Tell him… _Show_ him that he is valued. Cherished. Loved. Peter needs to hear this, especially from all of you. He holds you all dearly. Applejack. Trixie. Pinkie Pie. Fluttershy. Rarity. Rainbow Dash. Luna." Her smiled grew in width as her gaze fell on her former student. "And especially you, Twilight."

"You're right, Princess Celestia, but…" Twilight trailed off, her hoof remaining over her burning chest. "What can I possibly do that will matter to Peter?"

"Do what you always have, Twilight," Celestia simply retorted before giving the younger alicorn a warm smile. "Follow your heart."

"Romantic idiot! She was dead before your webbing reached her! A fall from that height would kill _anyone_ before they struck the ground!" Goblin yelled, hovering several feet from Spider-Man on his glider. "But for you, my friend- death will come more quickly and surely than the shock of a sudden fall!"

Luna growled, gritting her teeth. "That monster!"

Celestia closed her eyes and shook her head. "Yes, and that murderous man has Discord's power. We must be prepared for anything. It may take everything we have to offer to stop him."

Taking advantage of an emotionally distraught Peter, Osborn reached into his pockets and retrieved a pair of miniature pumpkins before tossing them toward Spider-Man, but they detonated inches from the young man, engulfing his body in an orange, cloud of smoke. Peter staggered from the cloud, away from Gwen's body, but before he could recover, Goblin sped past him, managing to lasso a metal cord around Spider-Man's waist. Unable to free himself, Peter was dragged across the air at high speed. The journey, fortunately, was brief once the pair reached an abandoned building on the edge of the city.

Goblin cackled as he broke the cord from his glider, leaving Spider-Man to burst through the stone wall with no hope of bracing himself. Peter fell for several moments through the inside of the building, but as he approached sharp, steel beams at the bottom, the young man shot a strand of webbing across the other side of the room and rode its momentum to solid ground, crashing through another wall in the process.

Spider-Man rose from the wreckage, only to find a pumpkin bomb an inch from his face. With no chance to react, Peter's face and body were engulfed in a fiery explosion. The shock of the blast sent the young man flying across the room until he eventually smashed into a wall, falling limply to the ground. The explosion burned away a majority of his mask, but the moment Goblin reached his position, the images within the crystal ball blurred, shifting sharply between various points of Peter's life.

Shining Armor glared at the orb. "Flashbacks, again. That bomb really shook Peter up."

Rainbow Dash nodded, shifting her rose gaze between Princess Celestia and the images within the crystal ball. "Now I get why he was able to brush off Princess Celestia's attack the other day." She slammed her eyes shut, cringing. "I take back everything I said about Peter being a wimp. You have to be pretty tough to take explosions to the face."

Much like the series of rescues they watched earlier, the encounters between Green Goblin and Spider-Man were numerous, too much so to count. From their first meeting during the city parade to their fated encounter in which they discovered each other's secret identities. Each battle was fierce, taking a toll on both men's personal lives. Osborn went so far in his vendetta against Peter that he attacked the young man's aunt, sending her to the hospital. For the temporary moment, the crystal ball settled on the image of Peter holding May's hand as she rested in the bed.

Appalled, Rarity's mouth fell agape before morphing into a scowl. "Osborn attacks the elderly as well? How could one so vile live with himself?"

Luna scoffed. "I can not answer that, nor can I fathom why Peter continues to show mercy to this monster. At least with Nightmare Moon and Discord, there was some form of morality to be redeemed. With Osborn, there is _nothing_ to save. If he is willing to extinguish innocent lives so easily, we must be prepared to face him with equal resolve."

Fluttershy raised her hooves over her chest in a vain attempt to slow her quickening heart rate. "Do you… want us to kill Osborn, Princess Luna?"

The moon princess sat silently for a few moments, closing her eyes to avoid the questionable and nervous glares she was receiving, but her demeanor softened, prompting Luna to give the group a sympathetic look. "No. If I am able, I will not have any of your hooves tainted with the blood of another. I promise you all when Osborn arrives to our world, Peter will exorcise the demon. If he will not, then _I_ will."

"We will talk about that more over time," Celestia stated, intervening before the conversation could progress any further. Luna merely huffed a process, conceding to her sister. The others weakly nodded with the exception of Twilight, who had not taken her eyes off the crystal ball. Sighing, Celestia faced the ruler of the Crystal Empire. "I do agree on the grounds that Osborn is not to be taken lightly. Shining Armor. Cadance. Make certain that your kingdom has been evacuated within ten days and give proper housing to everypony throughout Equestria. I shall handle the finances." After the royal couple gave her an affirming nod each, Celestia joined her student in watching the events in the crystal ball unfold, unaware of the anger shown in her light violet irises. "I will not allow this murderer to harm our kind."

In a bright flash of light, the battle between Spider-Man and Osborn resumed, indicating Peter's flashbacks had ceased. The young man forced himself to his feet, and in his dazed state of mind, he threw a wild punch toward his aggressor. Goblin ducked underneath the attack and retaliated with a swift body blow, knocking the wind out of Peter, and he continued the offensive, punching the exposed portion of Spider-Man's face repeatedly until blood was drawn. Twilight's lips quivered and eyes stung with each blow Osborn dealt to her love, and the louder each attack grew, the harder the mare cringed, clutching at her shoulders.

It was as if she felt Peter's anguish, both physical and emotional. She felt saddened yet enraged, for the loss somepony irreplaceable and contempt for the one who threatened to take him away, Osborn lifted Peter over his head before driving his shoulder directly over his knee, igniting a snap to echo throughout the room.

Twilight threw her hooves over her ears, shut her eyes tight, and shook her head, sobbing as Peter screamed in agony over what sounded like a broken collarbone. "I can't take much more of this! I just want this to stop!"

Goblin tossed Peter off to the side, allowing the young man to clutch at his shoulder. "How does it feel to, once again, let a friend down, Parker? You seem to have a history of failing your friends and loved ones." Spider-Man extended his hand, but Osborn stomped over his wrist, making it impossible for him to deploy any webbing. "Your beloved Aunt May, who asked for so little of you and received exactly that until she was taken from you. Dear, sweet Gwendolyn, your deceased girlfriend who died so young. You failed her as you do everyone else who gets close to you."

Gritting his teeth, Peter growled at each statement he received. "It's because I always let guys like you go." Goblin reared down and threw a punch aimed for Peter's head, but Spider-Man freed his hand from underneath Osborn's foot, using it to catch his attacker's fist. Before Goblin could react, Peter tightened his grip, causing a bone or two to snap in Osborn's hand. Spider-Man rose to his feet as Goblin fell to a knee, but everypony trembled, finding the glare and scowl on Peter's face unsettling. Snarling, Peter brought his fist back. "It ends tonight, Osborn!"

The color in his eyes disappeared, morphing to a shade of jet black, and his voice grew deeper, sounding nothing like the light tone everypony grew so attached to. Driving his fist between the Goblin's eyes, Peter screamed at the top of his lungs as he launched Osborn into a wall. Trixie's and Rarity's eyes widened, and both mares yelped once Spider-Man used his webbing to pull the stone wall over Osborn, crushing the man under its weight. Somehow, Goblin rose from the debris, but Peter was quick to react, uppercutting the man into the air. Latching a strand of webbing onto his chest, Spider-Man snatched with all of his might and slammed Osborn into the ground on the back of his head.

Pinkie, Fluttershy, and Rainbow Dash recoiled at the earth shattering crack, all three instinctively slamming their eyes shut. Peter pulled Osborn to his feet by his collar before pinning him against the wall. Clenching his fist as tightly as possible, Spider-Man reared his hand back, ready to finish this feud once and for all, but Peter sighed, relinquishing his grip on the Goblin. The bright hazel color returned to his eyes, and with the help of a series of paced breaths, the hateful scowl on Peter's face dissipated allowing a sorrowful expression to take its place. Shining Armor, Cadance, and Celestia managed to smile and nod their approval.

Sighing, Luna shook her head. "Even after everything he has done, you refuse to fall down the dark path. You are… truly noble, Peter." Nodding, the princess smiled. "I have much to learn from you, my friend."

Spitting the blood from his mouth, Goblin slowly made his way to his feet and glared at Spider-Man. "You'll have to kill me. We know this ends only when one of us dies."

Peter closed his eyes and exhaled. "In your dreams, Osborn. I will _never_ kill." He stepped forward, placing his hand over the protrusion on his own collar. "Not even you."

Twilight nodded, grinding her teeth to the core. "Peter is _nothing_ like you, Osborn. He's too good to fall to your level."

The smile on Goblin's face diminished, a stern frown forming in its place. "Godspeed, Spider-Man."

The images of the crystal ball distorted as a blaring alarm sent tremors coursing throughout the orb, but the moment it ceased, Goblin's glider sped from behind with a razor-sharp blade unsheathed on the nose, threatening to impale Peter from behind. Every mare screeched, as if it would have an effect on the outcome. However, at the last moment, Peter flipped high into the air, managing to avoid the glider by a couple of inches, but Goblin was in the machine's line of sight with no time to defend himself. What happened next was not for the faint of heart to see. At full speed, the glider's blade pierced through Osborn's sternum and lifted him from the ground, quickly imbedding into the wall with the Goblin perched lifelessly between stone and steel.

Fluttershy's fur felt cold, and the mare's face matched a shade of blue. As the memory faded, her consciousness followed, leaving the pegasus to faint. Cadance managed to catch Fluttershy before she could strike the ground, but her own head felt light, the grizzly image having an after effect on her psyche. Rarity leaned against the table for support, but Rainbow Dash's comforting embrace eased her rattled nerves.

Trixie grimaced, slow to open her eyes after the gory finale. Pinkie Pie, fortunately, closed her eyes as the glider approached and opened them after the memory had ended, saving her the trouble of repressing the terrible image from her mind. Twilight exhaled, attempting to regulate her breathing, but it was only after Princess Celestia placed her hoof over her shoulder that she managed to succeed in her task.

"Osborn's evil was his own undoing," Luna whispered, shaking her head. "Somehow he managed to survive a fatal wound. We will be forced to take drastic measures upon his arrival. With Discord's abilities at his disposal, Osborn will be far more formidable than he already was."

Forcing the lump in her throat down with a swallow, Twilight faced the princess of the moon. "You're right, Princess Luna. It's going to be very dangerous. The fate of the world hangs in the balance." She paused, directing her violet gaze to the ground. "Not just Equestria but Earth will be in the same danger if we fail to stop Osborn." Twilight suddenly stood from her seat, earning the collective gazes of everypony in the room. "But I will _not_ stand by and let Peter fight this on his own. No matter what happens, I'm going to be there by his side. He's been alone for too long. I plan on changing that!"

The corner of Luna's lip curled into a smirk. "I second your opinion, Twilight Sparkle. Peter is Equestrian, and it is my solemn oath to protect everypony. Although…" her smile was genuine and grew warmer, "I am not afraid to admit that I am doing this out of friendship."

Rainbow Dash flew over to Twilight's side, placing her hoof over her shoulder. "Don't think I'm going to let you two have all of the fun. Peter's my friend, too." She hovered into the air, throwing several punches. "Besides, Osborn's got a butt kicking coming!"

Rarity trotted over and brushed a strand of her mane behind her ear. "Honestly, I detest violence. I am a lady of fashion, after all," she paused, snarling as she adopted a defensive position, "but I will thrash anypony who lays a hoof on my Petey!"

Pinkie Pie bounced over and growled before her mane inflated back to its poofy form. "I'm in, too!"

Cadance continued to nudge Fluttershy, attempting to wake the pegasus up. After failing several times, the alicorn weakly nodded and smiled. "I'm fairly certain Fluttershy agrees with all of you." Her smile vanished, and Cadance gave the girls a stern expression. "It is _my_ kingdom that Osborn threatens to defile. As princess of the Crystal Empire, I promise to help vanquish this evil."

Shining Armor placed his hoof over his wife's and shared a smile with everypony. "As prince of the Crystal Empire, you have my vow as well." He gazed at Twilight, who returned it fully. "Peter saved my life during our encounter with Sombra. I promise to get him through this. For your sake, Twily."

Trixie folded her hooves across her chest and glanced her side. "My word is nothing in comparison to any of yours, and Trixie is not necessarily known for her fighting prowess." The unicorn sighed, allowing a small smile to grace her features. "However, my life would still be in shambles if I never met Peter. Even if it means certain doom, then I will gladly stand by that idiot's side."

"Now we are certain. Peter has no doubt proven his worth and earned our trust completely. We will follow him when the day comes to defend Equestria, as his confidants, friends, and loved ones," Princess Celestia declared, earning smiles and nods from everypony in the room. After a moment, she allowed herself to grin. "Then the coronation will proceed as planned first thing tomorrow evening. I trust there are no objections?"

The entire room grew silent, but there was no air of tension to be felt. All light from the crystal ball vanished, and all traces of magical energy poured into Peter's slump body. Slowly but surely, the stallion rose to life with a slur, groaning as he stumbled from his seat. Small sparks of electricity escaped from his horn, but they eventually ceased, allowing Peter to let out a gaping yawn. Once he lifted his gaze to meet the others in the room, a pair of hooves wrapped around his neck, and after he finally managed to recollect his sense, Peter recognized the pink embodiment that was embracing him so tightly.

"Pinkie?" Peter asked inwardly, hesitantly raising a hoof to return the embrace. "Not that I don't appreciate this, but can you tell me what I missed? I sort of blanked out for a moment?"

Cadance raised her brow. "You don't remember? You just showcased your memories into the crystal ball."

Peter stammered, blushing as Pinkie Pie nuzzled further into his side, and his concentration nearly snapped once Rarity joined in, rubbing her head against the underside of the stallion's muzzle and filled his senses with the scent of vanilla. "I actually did it? I don't remember any of it. How much did you see?"

"Nearly everything, I'm afraid," Shining Armor bluntly replied, furrowing his brow. "The day you first discovered your powers. That moment when you lost your uncle and Gwen. Not to mention your latest encounter with Osborn. We saw plenty in between, but I think you get the hint." Shining glared at the crystal ball intently. "I don't understand. To cast a memory spell, the pony performing the magic must be conscious for the duration. That is, unless you actually transferred your memories into the crystal ball, but that's impossible. I doubt your magic's _that_ powerful."

Peter's eyes widened. He stepped away from those embracing him, shaking his head in disbelief. "You saw _everything_? I didn't mean for that to happen." Biting down on his lip, the stallion paced back and forth with his gaze fixed on the ground. His mind ran, taking in what his friends possibly saw, but he could only get himself to stop in his tracks and lower his head shamefully. "I'm sorry! I didn't want you to see the mistakes I made. You all probably think I'm horrible now."

Trixie's hoof swung over, batting the stallion right over the forehead. As he grimaced, the mare shook her head. "Unbelievable. We watch you save countless lives and endure hardships, but you still think you're horrible?" In contrast to her harsh demeanor, Trixie wrapped her hooves around Peter's neck, but the embrace was brief, lasting only a few seconds. The mare scoffed and waved her hoof dismissively. "You really _are_ an idiot, Parker."

Rainbow Dash zipped over, her glare and snout inches from Peter's. "We're going to fix that about you. You're a great pony, so stop thinking everything is supposed to go badly for you. You're not alone, so..." Stammering, the pegasus felt her voice waver. Inhaling deeply, she pulled the stallion into a warm embrace, but like Trixie, Rainbow separated rather quickly and retook her place in the air. Unfortunately, she could do nothing about the pink flush that stained her cheeks, forcing the mare to fold her hooves and turn her head to the side. "D-Don't get the wrong idea! I-I just hate seeing somepony act so wimpy!"

Pinkie and Rarity returned to their positions, nuzzling together with the stallion. Baffled, Peter scratched the back of his head as he shared a glance with everypony in the room. "So… you're all okay with everything I've done?"

Twilight eventually closed the distance between herself and Peter, but instead of embracing the stallion, he leaned forward and planted a kiss on his cheek. "Nopony's perfect, Peter, but you're pretty close in my eyes," she whispered sweetly. There was so much more the alicorn wanted to say, but it would have to wait until later, preferably behind closed doors. For now, she settled on a friendly wink and small tease before clearing her throat. "We _will_ have to talk about this Felicia Hardy later."

Peter chuckled sheepishly. "Yeah. Yeah, I guess we do."

There was more he wanted to say, to himself, the girls, and Twilight, but now hardly seemed like the appropriate time. However, their words meant so much, and they helped eased his troubled mind, although he still felt a need to gather his thoughts. Peter managed to ease out of the combined grasp of Rarity and Pinkie Pie, but he repaid their affection, giving them both a deeply synced hug apiece. While her back was turned, Peter hugged Trixie from behind, causing a drastic temperature increase to occur within the mare, but she simply shrugged, not wanting to embarrass herself in front of the others.

In turn, the stallion stole a hug from Rainbow Dash before she could react. Her hooves quivered underneath her body, begging to embrace the warmth that threatened to consume her, but the pegasus held her breath, exhaling once Peter (mercifully) relinquished his hold. Twilight was in Peter's line of sight, but his mind yelled out, reminding the stallion of his mare's disapproval for excessive public affection. For her sake, he would be brief, but for his own, he would be sound. Peter kissed the tip of his mare' muzzle, earning a stifled giggle in response. He grinned. That was the perfect reaction he desired.

"Thank you, girls. Really. This means a lot," Peter honestly stated, nodding. His eyes widened at a late realization. He scanned the room for a moment, his brow furrowing at a peculiar sight or lack thereof. "Hey. Where's Applejack?"

Rarity blinked, using her hoof to conceal a gasp. "Oh, my. Applejack. She left quite some time ago." Looking across the side of the room, the unicorn shifted her gaze back to the stallion. "She was quite troubled after witnessing what happened to your uncle."

Peter studied Rarity's worried expression, puzzled. "That right?" The stallion remained still, tapping his hoof lightly against the marble, but turning sharply, he trotted out of the room and stopped by the door. "I need some air, but I'll talk with Applejack." Not giving anypony time to stop him, Peter closed the door behind him and hastily climbed out of the nearest window. Leaping across the rooftops, the stallion furrowed his brow.

_'Applejack… this is about your parents, isn't it?'_


	39. Truth Behind Honesty

_**Chapter Thirty-Nine "Truth Behind Honesty"**_

_Eighteen Days Remain_

Peter scaled over the rooftops over the castle, his mind racing over what the others had told him. They practically saw his entire life. Shaking his head, the stallion cursed his luck. Whether it was by accident or a subconscious decision, he had to live with the outcome. Peter let out a sigh before stopping dead in his tracks, which happened to be on the side of a wall. While it was a difficult pill to swallow, he could rest easy knowing the ones he trusted the most were the ones to learn the truth instead of an enemy. If he didn't trust them, he wouldn't have shown them anything.

Peter's brow furrowed at a late realization. There would be time to worry about his own problems later. Right now, he had to find Applejack. From what Peter gathered, the blonde missed the entirety of the show, but he remembered Rarity stating Applejack left suddenly after seeing what happened to Uncle Ben. Flipping onto the highest vantage point of the castle, Peter folded his hooves over his chest as he stood on the top of a flagpole, displaying his excellent sense of balance. The wind brushed his unkempt mane and tail about, but the stallion remained undeterred, scanning the inside and outside of his surroundings.

Applejack was one not so easily shaken, but Peter had a sneaky suspicion as to what may have disturbed the mare so deeply. After all, his adoptive sister, Applebloom, left him a blatant clue. Scratching the underside of his chin, all the stallion had to do now was discover Applejack's whereabouts. Without magic, she couldn't teleport anywhere, and with her sense of courtesy, she would not have gone too far without telling somepony. Peter's eyes widened as an idea came to mind. Diving from his position and descending into a freefall, the stallion knew where to travel, a haven in which an earth pony could escape to.

Applejack sat with her head and hooves hanging over the fountain, the only company she had being her own reflection in the water. Quite some time had passed, but the mare's mood did not improve in the slightest, remaining as melancholic as the milky orb perched in the black sky. The ache in her chest refused to leave, and the image of Peter holding his dying uncle only added to the pain. Tears dripped from her face, landing into the fountain, but this had been going on for over an hour, leaving the farmpony to stop caring about hiding them.

Nopony was in the courtyard, as it was said to have been a hideaway spot for Princess Luna. The area wasn't restricted. The guards were just wary of the moon maiden. This gave Applejack the perfect reason to retreat to this location, giving her time to clear her head without making a scene in front of anypony. With many flowers and small trees planted throughout the vicinity, the courtyard could have been mistaken for a makeshift forest. Applejack shivered involuntarily as a small trail of wind brushed through her unshielded, golden mane.

She reached over the fountain for her hat, but after a few clumsy attempts, Applejack turned, finding her favorite headpiece was missing.

"I had a feeling I'd find you here, AJ," Peter called out from behind, sending a wave of shock through the mare's torso. She jumped, finding the stallion perched on the wall with her hat over his mane. He flipped from his position, landed a few hoof-lengths from the blonde, and took off the mare's hat before extending it over in an apologetic manner. "So how are you holding up?" His voice was soft, offering no humor.

Agitated, Applejack snatched her hat away from the stallion and threw it over her head. "Nopony asked you to follow me!" She turned back, taking a moment to wipe her face clean of her tears, but the task proved tedious.

"I know, but I was worried about you," he calmly retorted, paying the mare's deflective attitude no mind. Stepping forward, Peter placed his hoof over Applejack's shoulder, but she leaned away from his touch, responding with a bloodshot glare. The stallion's posture softened, but he kept his distance, respecting the blonde's need for personal space. "I was told you ran off after you saw what happened to my Uncle Ben. Did you want to talk about it?"

Applejack closed her eyes and held her head high off to the side. Cursed with the Element of Honesty, she couldn't lie about her feelings. "Just leave me alone, Pete!" she said rather forcefully, her voice cracking under the front. Her hoof tapped impatiently against the grass, picking up in speed and volume once Applejack realized the stallion hadn't moved a muscle. Gritting her teeth, the blonde shot a glare at the male pony from the corner of her eye before directing it to the starlit sky. "What are you waiting for! Just… go!" her wavering voice threatened to betray her, revealing her already devastated resolve. She glanced away, whispering out a sob. "Don't be stubborn."

Peter's gaze fell to the ground. "Is it because you hate me for what I did?" Applejack's eyes shot open as she promptly faced the stallion, unaware a light gasp escaped from her mouth. An empty smile formed on Peter's face. "I can't blame you if that's the case. Heck, I still hate _myself_ for it." Scratching the back of his head, the stallion turned to leave. "Sorry. I'll leave you alone."

Before he could make any progress, Applejack's hoof fell over his own. "Darn it, Pete. Ah could never hate you." She wiped away her tears, cursing under her breath as Peter's lips curled into a relieved smile. Coughing back her choked tears, the blonde struggled to gather her bearings. "Ah just…" she trailed off, finding the subject matter difficult to talk about directly, "had something on my mind."

"You were thinking about your mom and dad?"

Applejack felt her heart stop. She placed her hoof over her chest, managing to breathe once its beating resumed, albeit at a quicker pace. "How do you know about my ma and pa?" she shot defensively, glaring at Peter.

Peter sighed. "I found out from Applebloom." He chuckled nervously, knowing he was touching a sensitive subject of Applejack's. The best thing he could do was tread lightly. Applejack continued to scowl, causing the stallion to swallow involuntarily. It was during times like this that Peter feared women (or mares in this case). "I'm sure your sister told you how she and Babs adopted me as a brother, right?" He continued after receiving a nod from the blonde. "Well, when I told Applebloom the story about my uncle, she told me you went through something similar, but it was something you never talked about with anypony."

A gentle breeze brushed through the plants, rustling their leaves. Peter stared at Applejack as she directed her glare to the side. As a conflicted expression filled her features, her movements grew stiff. She was no different than a tree planted in the earth, unable to move or speak her mind. The mare kicked a pebble from the ground, her frustration growing more evident by the second. Applejack didn't know whether to curse her big-mouthed sister, complain about the stallion who couldn't mind his own business, or hate herself for not trusting anypony with this issue. Despite being the living embodiment of honesty, Applejack could only feel as if the truth was the most difficult thing to talk about, especially when the entire situation was _her_ fault.

Peter reached out and placed his hoof on Applejack's shoulder for a second time once a fresh array of tears slid down her freckled cheeks. The mare swatted his hoof away, scowling at the ground. Peter nodded, pulling his mask from over his head.

"Applebloom didn't tell me the exact details as to what happened to your parents, but I guess seeing my uncle triggered a memory you'd rather forget. She said you've always been the type to refuse help, even when you desperately need it. Your sister's pretty sharp. She figured out I was Spider-Mane on her own. So I'm inclined to believe her when it comes to you."

His voice was stern but gentle, filled with affection. Applejack's face flushed, her snow white freckles morphing to a shade of crimson once Peter placed his hooves over her shoulders and made certain their gazes were fixed on each other.

"You saved me from drowning when we first met, and I told you and Twilight about Gwen first. I want you to trust me, too. Please, tell me what happened to your parents."

Her resolve had never faltered so rapidly, leaving Applejack at a loss for words. She begged to move on, but her heart couldn't forget that night. Her hooves fell over Peter's limbs. Applejack's mind screamed for the mare to shut the stallion out. She managed to keep this to herself since the early stages of foalhood. If she didn't want to talk to her whole family about what happened, what in tarnation made Peter think she would even give him a second thought? This was _her_ problem. However, as much as she pushed away from his hooves, Peter remained in place, and Applejack's strength abandoned her.

Her head fell in a slump, perhaps out of shame, as her shoulders and hooves shivered profusely. A gentle breeze brushed through the area, knocking Applejack's hat from her head, but once it fell to the ground between the pair, tears followed suit, pouring from the blonde's closed eyes. Applejack shook her head, surrendering to her outpour of emotions. Peter closed the gap, wrapping his hooves around the mare' body. This was wrong. Her mind repeated these words even as Applejack sobbed into the stallion's chest, but her heart's aches affirmed the possibility if anypony could understand, it was Peter. She nuzzled further into his embrace, drinking in the warmth he provided, and Applejack's mind chided herself, hating how weak willed she grew.

"Ah haven't told you anything and Ah'm already crying," she sobbed, keeping her face buried in Peter's solid chest.

It was hard to describe, this sense of security she felt. Applejack felt her body temperature increase. She had never been in another stallion's hooves before, aside from her brother, but this was different, immensely so. Her mind grew fuzzy. She could hardly think straight. Eventually, she recollected her nerve and hesitantly parted from Peter, although she took a seat next to him. Their flanks were practically touching each other, but Applejack felt comfortable, not even caring she was without her hat.

Chiding her childish behavior, she wiped her eyes and shook her head. "Ah'm sorry, Pete. Ah don't even know where to start."

Peter smiled. "Go with what you feel is right." Applejack leaned over, allowing her head to rest on the stallion's shoulder. She remained quiet, as if contemplating where to start. Peter maintained his silence out of respect, but he couldn't help but notice how different Applejack appeared without her hat. Had she ever considered letting her mane down from its usual ponytail, the blonde would have favored Gwen more than she already did. "You look beautiful without your hat," Peter whispered, instinctively slapping his own hoof in response.

Applejack glanced off to the side, her face feeling hot due to the compliment, but she continued to rest her head on Peter's shoulder, adding to her temperature increase. "Ah… thank you, Pete," she managed, feeling her lips curl into a smile for the first time in a while. She reached down for her hat, but she slid it over to the stallion, prompting him to pick it up instead. Applejack brushed her hoof through her mane. "That hat used to belong to my mother. She used to wear it all the time when Ah was a filly."

Peter recoiled, his eyes widening. "I'm sorry, Applejack!" He brushed strands of grass from the piece of attire, smiling sadly afterward. "You still look cute without your hat," he added, hating how this conversation was shaping.

Fortunately, the mare's soft chuckling eased the stallion's mind, giving the indication she took no offense to his statement. Applejack kept her face away from Peter, knowing her blush was visible. "It's okay, Pete. Ah still appreciate your compliment." The blonde sighed, the sight of her hat conjuring memories of old before sniffing. "Ah miss my folks," her voice choked. "Ah miss them so much."

Wrapping his hoof around her shoulder, Peter gently pulled the mare closer. "What happened?"

The blonde inhaled deeply. "Sweet Apple Acres ain't too much different now than it was back then. Ma and Pa ran the ranch while my brother did what he could do to help them. Applebloom was just a baby at the time, but Granny Smith always watched over her whenever my parents were working." Applejack paused, taking a moment to gather her thoughts, but as Peter quietly waited for her to continue, his ears perked at a peculiar sound. A low growl escaped from the mare. "Then there was me. Ah guess you can say Ah was a brat back then. Ah was lazy, spoiled, and worst of all, a liar."

"This must have been long before you became the Element of Honesty, right?" Peter pondered, tilting his head to the side.

Applejack shook her head. "Ah didn't even have my cutie mark yet. Ah guess that was because Ah almost wanted nothing to do with Sweet Apple Acres. All my parents ever did was work. Ah just wanted to have fun." Her gaze fell to the ground shamefully. "Ah can't tell you how many times Ah skipped out on my chores. For the longest time, my brother always picked up my slack around the barn, but then came that day when Big Macintosh had enough. There was so much to do. Every tree in the field needed to be bucked. This meant all four of us had to lend a helping hoof, and Ah still found a way to complain."

An awkward silence followed, the sound of a gentle breeze whispering through the vicinity. Applejack turned to Peter, who simply nodded and gave her the luxury of continuing uninterrupted.

"Because Ah didn't pull my weight, a quarter of the Acres were still undone. Mom and Dad told Big Mac to go eat, but they wanted me to stay outside and at least _try_ to buck a few trees," Applejack scoffed, , standing abruptly from her position. Peter remained seated, keeping his hazel eyes centered on the mare. Although her back was facing him, he could see her shoulders trembling. "Why did Ah have to be so stupid? Ah should have listened to them." She threw a hoof over her eyes as a shield, but it was for naught, her tears running still. "Ah was so aggravated, and Ah wanted my parents out of my fur. Ah promised them Ah would take care of the trees. They believed me and went inside to eat."

Peter made his way to his hooves. All he could do was give the mare a sympathetic look. "Applejack…"

She would not let the stallion go any further. "No! Ah lied to my parents! There ain't no excuse for it!" Applejack paced in a circle just a few hoof-lengths from Peter, all while keeping her bloodshot eyes on the ground. "Ah ran off into the Everfree Forest. My plan was to stay there and sneak back into my room much later. Probably by then, somepony else would have bucked the trees, but Ah ended up getting lost. That forest was nothing but a maze. Before Ah knew it, a couple of hours passed and it was nighttime. Ah was really scared at that point. Suddenly, bucking a few times didn't seem like such a bad idea."

"It was late, and my parents were worried sick. They came looking for me… Oh, Celestia! It's all my fault!" Applejack's nerve crumbled, leaving the mare to morbidly sob, yet using every fiber of her willpower, she managed to push through her tale. "Ah didn't know what it was, but it looked like Ah was being chased by a bunch of vines. They kept chasing me, and no matter where Ah went, they were there." Her hoof struck the ground, progressively with more force. "Right when Ah was cornered, Pa jumped out of the bushes and pushed me out of the way! Ma grabbed me, and she led us away. Poor Pa was pulled away… Ah can still hear his voice, Peter!"

Throwing her hooves over her ears, Applejack shook her head madly. "Run and don't look back! He kept screaming that. Then it stopped. Ah couldn't hear my daddy's voice anymore. He was pulled into the forest by that… _thing_. We tried to run, but those vines were catching up to us from all sides. It already took my Pa! Now they wanted me and my Ma! She knew it, too."

Like water from a fall, Applejack's tears poured profusely. Even as Peter's comforting hoof fell over her shoulder, the mare couldn't meet his gaze. Not yet. "Ma threw me inside a rotting tree stump. Ah wanted to go with her, but she left me her hat and placed something over the hole. All I remember her saying was… 'Ah love you.' Those vines came back. They couldn't see me, but Ah could see them. Ma managed to lead him away from where Ah was. By the time Ah got free… Ma was already gone. Ah couldn't find her anywhere. That's why Ah was worried when you ran off into the Everfree Forest. Ah thought you were going to disappear, too."

Peter's eyes widened. "My God."

Turning sharply on her hoof, Applejack found the strength to face Peter, her face stained heavily with tears. "My parents would still be alive if Ah didn't lie to them! If Ah just pulled my weight around the farm-!"

Her words fell into her throat as Peter's strong hooves wrapped around her head and body. Applejack promised to be strong for the rest of her life, for the sake of her family and the memory of her beloved parents. As Peter stroked the mare's golden, silky mane, she felt the very foundation of that promise diminish. Applejack, for the first time in years, wanted to be weak, hang onto somepony for support. Before she knew it, the blonde buried her face into Peter's chest and sobbed, letting years of guilt and suppressed emotions free.

The stallion tightened his embrace, refusing to let go, and perhaps out of instinct, Applejack's hooves wrapped around Peter's neck, allowing the mare to return this act of affection. They stayed like that for minutes, oblivious to the passage of time. Eventually, Applejack's emotions steadied, allowing her breathing to regulate and her tears to cease falling. The blonde pulled away, hesitant to remove her hooves from around the stallion's neck, but with an affirming nod, she managed, giving Peter a faint smile.

"You're one of the best ponies I've ever met, Applejack," Peter honestly declared, earning a baffled and stunned look from the blonde.

"W-What in tarnation are you t-talking about?" she shot back, her voice wavering. Peter's smile remained intact, and Applejack's resolve weakened at its effect, cueing her to glare off to the side with a saddened tone in her emerald eyes. "Ah ain't no such thing. Not after what Ah did…"

Peter's hoof reached over and brushed a few remnants of the mare's tears from her face, inadvertently causing her cheeks to gather heat. Oblivious, he continued to smile. "You were just a kid when that happened, AJ. There was no way you could have known things would shape up the way they did. Nopony, especially your parents, will hold anything against you." He sobered, placing his hooves over Applejack's shoulders while bearing a serene expression. "I'm sorry for what happened to your parents. I know exactly what you're going through, but I can easily say your parents would be proud of how well you turned out."

Tilting her head to the side, Applejack furrowed her brow at the stallion. "Really? You think so?"

Nodding, Peter's smile resurfaced. "No question. You're a hard worker and great role model. Seriously, your sister wants to be just like you when she grows up. You remind me of Gwen, but I really wish she was as level-headed as you are."

Applejack blinked. "Gwen? Your old girlfriend, right?"

Peter was silent for a moment. "Yeah. You two look alike. You're equally beautiful, but..." Chastising himself, the stallion shook his head and waved his hoof dismissively. "Sorry. Forget I said anything."

Each statement was delivered with earnest. Applejack's cheeks grew hotter by the second, and she found herself leaning on Peter's words. When his hoof fell over her chest, her fur threatened to burst into flames, evident by her crimson-stained cheeks. The stallion grinned that contagious laugh of his.

"You've matured into a beautiful, honest girl, Applejack. You _are_ the Element of Honesty, after all. Your parents, family, and friends are all proud of you. I am, too."

His words were simple, but Applejack's heart blossomed, making it impossible for the mare not to smile. She still missed her parents, and a part of her could never forget her hoof in their deaths. Yet her shoulders felt lighter, as if a great weight had been lifted. For years, the mere thought of her parents brought dread to her mind, matched by the guilt that filled the confines of her heart. Now it was different, widely so. It was like the old days on Sweet Apple Acres whenever her father kissed the top of her forehead or her mother gave her the warmest hugs.

There was no longer a desire to remember her parents in a negative light. Despite her running tears, Applejack wanted to bask in the love her mother and father gave her. Throwing her hoof over her eyes, the mare shuddered as she wiped her face clean. Peter gently placed Applejack's hat back over its primary position on top of the mare's golden crown. Her tears refused to stop falling, prompting the blonde to lower her hat as a shield to hide her eyes, but it could not conceal her warm smile.

"Thanks, Pete. Ah needed to hear that," she chuckled, tapping his shoulder playfully. "You're a sweet pony." Her blush deepened. "Ah'm glad Ah fished you out of that lake." She wasn't sure how, but her body moved on its own. Keeping her hat lowered, Applejack planted a kiss on the stallion's cheek before trotting out of the courtyard. Flustered and embarrassed, Peter scratched the back of his head, but the moment the mare stopped in her tracks, he turned, finding Applejack giving him a friendly wink. "You're the best nephew an' uncle could ask for and the best friend a girl can have."

The latter statement was delivered through a whisper, but Applejack galloped out of the courtyard before Peter could hope to respond. "Ah'll see you at the coronation tomorrow!"

Once sure the mare was out of hearing range, Peter chuckled sheepishly. "Is it just me or am I getting a lot of best friends? Is it weird that they're all girls? I'm not complaining. Honestly, I'm not. I just think at this rate, I might die of estrogen poisoning." His laughter subsided, and the stallion groaned. "How did I forget that the coronation is tomorrow? This feels like the longest day ever. We're doing this for Twilight and the girls. Whatever will be, will be."

Shrugging, he reached to slide his mask back over his head, but knowing it would no longer be needed after tomorrow, Peter placed it within the top portion of his costume. The stallion flipped onto the nearest wall and proceeded to scale the rooftops of the castle. After a brief journey, Peter pushed the window to his room in before leaping inside and closing it afterward. Somepony cleared their throat behind his position, causing the stallion to turn sharply at the sound, but Peter sighed, finding Twilight stretched out across his bed.

As she forced herself from the plush comfort of the mattress, Peter scratched the back of his head, having forgotten that he gave his marefriend the key to his bedroom. He took his costume off and tossed it into the opened closet. Once Twilight was only a couple of hoof-lengths away from the stallion, she placed her hoof over her mouth to stifle a yawn.

Peter grinned. "You are so cute. You were waiting for me? That's a good way to keep late hours."

"I couldn't help it. I just wanted to make sure you were okay before I went to sleep," she replied simply, glancing off to the side.

The entire cast of memories were fresh in her mind, making it nearly impossible for the mare to think straight. There was so much she wanted to say, but at this point, it seemed to have been fruitless to attempt to erase the past. Twilight's hooves fidgeted in place, pacing about, and her brow lowered, revealing her deep train of thought. Fortunately, Peter seemed to have felt the alicorn's uncertainty, and wrapping his hoof around her neck, the stallion pulled his mare into a warm embrace before kissing the top of her head.

Twilight nuzzled into his grasp, burying her face into the crook of his neck. It was pathetic, but there was only one thing she could say, for it embodied her entire state of emotion. "I love you."

She slammed her eyes shut and chastised herself. After _everything_ Peter had dealt with, those simple words were the best she could offer. It was no wonder she failed atrociously in understanding love and the basis of relationships. However, Peter placed his hoof under Twilight's chin and lifted her muzzle, allowing his lips to meet with hers. They remained like that for minutes, drinking each other in, but they eventually parted, air needing to fill their lungs. Twilight's eyes fluttered open, softening as they landed on Peter's genuine smile. Her words, spoken from the heart, held so much meaning.

Peter tightened his grip on the mare and whispered sweet nothings into her ear, earning content sighs for his efforts. The pair found their way to the bed, all while keeping a sound grip on each other. As they cuddled, nuzzling together to find the greatest comfort possible. Twilight smiled inwardly. Love was so simple as it was complicated, but she was content, knowing she brought Peter some form of happiness. Before long, the stallion surrendered to the reaches of unconsciousness. His soft, rhythmic breathing gave that indication, but Twilight remained awake, refusing to remove her hooves from around his body.

She would fulfill her own personal promise and never let go of the one she loved. Her impending status as princess would never change that. Nothing would.

* * *

><p>Twilight slowly opened her eyes, bringing her hoof over her throbbing cranium. She attempted to stand, but her hooves buckled as a sharp bolt coursed through one of her wings. An explosion erupted several hoof-lengths below her. Using what little strength she had left, Twilight crawled to the edge of the building floor, but she recoiled, yelping at the sight she found. Osborn, in his grotesque monstrous form, roared before sprinting across the room and shattering Cadance's protective shield with a single punch. The force of the blow sent the pink alicorn flying into a wall.<p>

Luna appeared behind the monster in a flash of light, but Goblin grabbed her by her neck before she could attack. Celestia howled, blasting the monster several times in the back with magical bolts, but he remained undeterred, throwing Luna directly into her sister. Both alicorns bounced across the room, skidding to a halt respectively. Twilight's eyes shot open. Osborn's fury was unmatched, rivaled only by the flames spread throughout the building. She watched helplessly as the Goblin stomped across the room, walking past the alicorns he had dealt with, but once the monster stopped in his tracks where a prone individual laid, the mare begged to scream.

Without his mask and in his human form, Peter stared up at his attacker with a glaze in his hazel eyes. Like a predator ready to finish his prey, Osborn knelt down over Spider-Man, his figure overshadowing Peter's considerably.

"Time to die, Parker," he growled, allowing a wicked smile to form on his face.

"Twilight!" Peter's voice called out, ending the vision and bringing Twilight back to the plains of reality.

She awoke with a stir, her breathing erratic. Twilight's eyes shifted, gathering she was in Peter's bedroom. Her hoof brushed over her forehead, wiping away the perspiration that formed before wrapping around the stallion's neck. Twilight sighed. A dream. It was only a dream. Yet, the mare couldn't bring herself to let Peter go, clinging with the fear of losing what she held closest. The stallion offered no resistance, using his hooves to pull the mare's body closer to his.

"It was a pretty bad dream, huh?" Peter whispered, guiding his hoof through Twilight's silky mane.

She only nodded, keeping her face buried in her lover's chest. "Yes, but I'm fine now," she lied, tightening her grip. Once Peter mirrored her actions, she shuddered, letting out what sounded like a sob. Peter furrowed his brow as his chest grew wet, but his eyes softened once his mare whimpered. "Just… don't let me go. Please?"

He obliged, nuzzling his mare with the utmost care. Like before, Peter was the first to fall asleep, but Twilight's mind refused to yield to subconsciousness. At least for the moment. The dream was so life-like, as if it were real, and the conclusion shook her to the very core, impaling her sensitive heart. Eventually, Twilight joined Peter in a peaceful slumber, all while staying in his hooves. It was most unnerving…

...for this was not the first time she had this dream.


	40. Crowning Achievement

_**Chapter Forty "Crowning Achievement"**_

_Seventeen Days Remain_

Peter sat at a table near the back of the room, stealing glances of the young mare standing alongside Princess Celestia and Luna. Twilight Sparkle, the socially-awkward, sometimes-eccentric, and intelligent yet dense bookworm was now a princess of Equestria, one of the youngest in history. The coronation was brief, lasting for only an hour, but the royal party was quite the opposite, lasting for nearly twice as long thus far. What most stood out in Peter's mind was perhaps Twilight's speech. The stallion closed his eyes and dove into his mind, reliving that very moment.

_Twilight stood over the podium, her nervousness evident by the sheepish smile on her face. "'Oh, um… A little while ago, my teacher and mentor Princess Celestia sent me to live in Ponyville. She sent me to study friendship, which is something I didn't really care much about, but now, on a day like today, I can honestly say I wouldn't be standing here if it weren't for the friendships I've made with all of you."_

_The alicorn paused, glancing off to the side. "Each one of you taught me something about friendship, and for that, I will always be grateful. Even now, I have so much to learn about it and… **love**."_

_Although her motion was swift, Twilight's eyes fell to the section beneath her position, focusing on the acorn-maned stallion standing with her friends. Somehow, he could see the pink blush on her cheeks, and she smiled at that fact, unashamed. She turned back to the crowd at large. "Today, I consider myself the luckiest pony in Equestria. Thank you, friends. Thank you, everypony!"_

Peter's chest felt light as his lips curled into a smile. He watched Twilight exchange brief dialogues with many nobles and aristocrats, each usually beginning with a 'congratulations' and ending with a 'thank you' or other form of gratitude. Peter wanted to be there as well and congratulate his mare for her accomplishment. She earned this. The stallion sighed. Honestly, he just wanted to _speak_ to her. Due to time restraints and preparations, the couple weren't given the opportunity to bid each other any parting words earlier that morning.

Fortunately, his friends provided welcomed company for some of the duration of the day, but the moment the acceptance party started, everypony broke off and went their separate ways, much like they had last time. Peter chose to remain stationary by the punch bowl to remain as inconspicuous as possible as well as maintain a rest point for the girls should any of them choose to return. The task was proving rather easy, considering how out of place Peter was among the gathering of high-class elitists.

His royal blue suit helped mask that truth to some extent, but the stallion was still a wallflower at heart and quite comfortable with the fact. Sighing, Peter downed the last of the punch in his glass before stealing another glance of his mare. The bright pink dress she wore, compliments of Rarity, graced her figure rather well and matched the color of her cutie mark, but Peter felt it went perfectly with the unique strand in the alicorn's mane, the one he loved beyond measure.

Even now, it was surreal. Peter was actually in a relationship with a princess, and it wasn't a secret, far from it. Peter could only grin at the warm and fuzzy feeling he felt. It was nice to be loved. Plain and simple. Peter's eyes widened once a couple of mares took a seat on both of his sides, but they softened, recognizing the warm emerald gaze of one and the meek, blue irises of the other.

The stallion chuckled. "You two are back early. They didn't have the assorted cheeses you wanted?"

Applejack grinned. "Cheese isn't really my thing, sugarcube." The blonde adjusted herself in her seat, taking a moment to brush the wrinkles out of her western-style dress. Peter poured the farmpony a drink, earning a warm smile in return. After taking a sip of the sweet beverage, Applejack directed her emerald gaze to the crowd spread throughout the room and sighed. "Ah'm just not a fan of these fancy parties. Most of the ponies are so uptight and quick to judge. It makes a girl feel unwelcomed, you know?" Shrugging, she turned back to the stallion with a smile. "Ah'd rather hang with ponies that like me the way Ah am."

"I know the feeling." Peter managed to reply before finishing what seemed to be his fourth glass of punch. Stealing a glance out of the corner of his eye, the stallion found Fluttershy fidgeting with her hooves. She peeked at Peter occasionally, alternating her gaze between him and the ground. The stallion rose his brow at the mare's features, which were as pink as her bright, silky mane. "You okay, Fluttershy? You look flushed."

Her glossy blue eyes widened. "Um… I'm all right. I'm just… happy to see you." Peter stammered at Fluttershy's words, chuckling sheepishly as he scratched the back of his head. Her body temperature rose even further, threatening to set the leaf green dress on her body ablaze, but despite her rattled nerves, Fluttershy managed to give the stallion an earnest smile. "I'm… not good with crowds either, and since the gardens are cut off, I thought it would be nice if I stayed with you." A strand of her mane fell between her eyes as the pegasus glanced off to the side. "Um… if that's okay with you."

Peter blinked before laughing lightly. "Sure, Fluttershy. I can always use your company." Fluttershy giggled, stifling what nearly sounded like a neigh. Oblivious, Peter simply shrugged and gave the pegasus a glass of punch. As Fluttershy graciously accepted the drink, blushing nonetheless, the stallion paused, raising his brow at the tingling sensation coursing through his cranium. He shifted his gaze about, determined to find the source of the disturbance, and having failed to accomplish the task, Peter turned to Applejack and Fluttershy. "Hey. Spider sense. Are you two going to hit me?"

Furrowing her brow, Applejack shook her head. "Of course not. Why do you ask?"

Before Peter could respond, his body disappeared behind a blue blur. Applejack and Fluttershy searched around aimlessly before settling their gazes behind their position on the ground. Peter, flat on his back, groaned as Rainbow Dash sat over his frame, frowning at the stallion on the ground. Fortunately, due to the surrounding commotion and their somewhat secluded location, nopony saw what transpired or heard the _'thud'_ that followed.

Eventually, Applejack and Fluttershy joined the two in their lowered positions, all while making certain not to earn any unwanted attention. Despite moving at such a speed, Rainbow's multi-colored dress remained perfectly creased and her mane unhinged under her golden tiara.

Peter's vision spun as his aching cranium struggled to recollect his senses. "Skittles, we have to stop meeting like this."

Rainbow Dash huffed, paying the stallion no mind. "Yeah, whatever. Listen! I was just getting ready to talk to the Wonderbolts, but Spitfire stopped me before I could! At first, I thought she was finally going to invite me to join the Academy, but she wanted me to give you something!" Retrieving the letter from inside her dress with her teeth, Rainbow dropped it by the stallion's hoof, pouting. "What's weird is that Spitfire left the party right after she gave me that letter. At this rate, I'll never become a Wonderbolt! So what're you waiting for! Open the letter! Let's see what she wants!"

Applejack blankly stared at the pegasus. "You can be really pushy sometimes. You couldn't tell Peter this _without_ tackling him?"

Peter eventually pulled himself from the ground and into a sitting position before opening the letter Rainbow 'delivered' to him. He paused, peeking over the table, and once it was clear nopony had noticed their presence, Peter lowered himself back to his previous position and motioned his hoof for the girls to come closer. Placing her hooves over his shoulders, Rainbow leaned over his head while Fluttershy and Applejack occupied the stallion's sides. Their brows furrowed as they all read the letter inwardly, but upon the letter's completion, everypony's eyes shot open and mouths fell agape.

* * *

><p><em>Hey, Spider-Mane,<em>

_This is Spitfire. Sorry it took me so long to get in touch with you after what happened in Manehattan. There's a lot I want to talk to you about, but I'm not going to tell you through this letter. Around noon tomorrow, meet me by the Gorge outside of Ponyville. We can talk then. Come alone._

_Sincerely, Spitfire_

_P.S. - I'm sure Rainbow Dash told you already, but I know who you really are, 'P'. Make sure you bring your costume tomorrow. You're going to need it._

* * *

><p>"Oh, my," Fluttershy gasped, placing her hoof over her mouth. "I completely forgot Spitfire found out who you were after your accident."<p>

Applejack closed her eyes and shook her head. "Much good it did her. _Everypony's_ going to know Peter's secret soon, but it ain't like she's blackmailing him. Spitfire would have given the letter to Pete herself instead of having Rainbow deliver it for her." Exhaling, the blonde scratched the back of her ear before sharing a glance with Peter. "So what are you going to do, sugarcube?"

Peter was silent for a moment, but the stallion nodded and shrugged his shoulders. "I guess I'll go and see what she has to say. If Spitfire's known my identity for this long and hasn't told anyone, that's a good sign I can trust her. After all, that's what happened between me and Applebloom. Look what's come of _that_." Folding the letter in a poor diamond shape, he offered the paper to the farmpony. "You mind holding on to this for me, AJ?"

"Sure thing," Applejack replied, sliding the letter under her hat before adjusting the headpiece on her golden crown. Peter and Fluttershy smiled, unaware Rainbow Dash sat with a pout and her hooves folded across her chest. Glancing at the ground, Applejack grinned nervously as a pink flush filled her cheeks. "So are we going to sit down here all day? Everypony may get the wrong idea if they see three mares and a stallion cooped up together like this. Ah don't mind, but…"

Rainbow Dash was the first to retake her proper seat at the table, hastily and clumsily preparing herself a glass of punch. "W-Wrong idea? With _him_? Ha!" the pegasus stammered, unable to quell her increasing body heat. Her breathing grew erratic and sweat fell from her forehead, prompting Rainbow to go through several glasses of punch while the others took their seats. "The day I'm interested in Peter 'Puny' Parker is the day I turn down being a Wonderbolt! Not happening! Ever!" After her sixth glass, the mare trotted off for the next available bowl of punch, oblivious to the fact that her face was as red as a tomato's. "Is it hot in here or what?!"

As Rainbow Dash pressed through the crowd, glaring at anypony foolish enough to cross her path, Trixie, Pinkie Pie, and Spike emerged to join the group at the table. Spike wore a black tuxedo with a red bow tie. The baby dragon looked around aimlessly for something, but once Applejack pulled a stool from behind the table, Spike smiled and climbed onto the seat. Pinkie Pie, in her blue dress, giggled as she placed a chocolate cake at the center of the table. The delicacies were scattered across the party, and the pink mare wanted to be certain her friends had the chance to enjoy one.

Applejack wasted no time cutting into the sweet treat, dropping slices on small plates. Everypony accepted a piece but waited for Trixie to take her seat. Her dress was navy blue, a shade darker than her fur coat, and her mane was pulled back into a small ponytail, held by a large violet ribbon. The unicorn rose her brow at Rainbow Dash before shifting her purple irises to the ponies at her table and shaking her head bemusedly.

"I take it everypony is having a fair time? Trixie won't bother asking about Rainbow Dash. I fear the answer regarding her would be redundant," Trixie huffed, lifting a glass of punch with her telekinesis.

Applejack smiled. "Pete just got a letter from Spitfire. We'll tell you about that later. As for Rainbow, she's just realizing what it's like to be a mare." Trixie smirked before sipping her beverage, and the blonde took a bit out of her slice of cake, cooing as the chocolate melted in her mouth. Restraining herself from devouring the rest too soon. Applejack pushed her plate to the side and placed her hooves over the table. "Anyway, what brings you here, Trixie? Ah figured these would be your kind of ponies."

Using her magic, Trixie placed her glass down and faced Applejack. "In the past, that certainly was a fact. The Great and Powerful Trixie was an elite, and she only associated herself with such. As you know, that was a facade, and I didn't make any real friends in the meantime." Sighing, the mare stole a glance at Peter before centering her gaze back to Applejack. "I guess I'm not too comfortable associating with the high crowd since I started acting like myself. Don't get Trixie wrong. While you are my friends, you're all a bunch of ruffians, but…" Trixie bit her lip and glanced off to the side. "I wouldn't change any of you for the world."

Applejack's eyes widened. Not too long ago, she and Trixie couldn't stand the sight of each other, but now it felt as if they had been friends for years. Placing her hoof over the unicorn's shoulder, Applejack gave the mare an earnest smile. "That means a lot Trixie. We wouldn't change you either."

"Hey, Pinkie," Peter called out, earning the collective gaze of everypony at the table. The pink mare hummed, nodding as she took a sip of her beverage. The stallion grinned. "What did the gorilla say to the chimp after they failed to sign a contract?" Pinkie tilted her head to the side, not freeing her mouth from her glass of punch. Peter raised his hoof. "I don't have time for this _monkey_ business!"

An awkward silence befell the table, the only sounds to be heard coming from the surrounding party. Trixie groaned, slamming her hoof directly into her forehead. However, the faint sound of snickering escaped from Applejack, prompting Trixie to shoot an exasperated glare in her direction. The situation worsened. Fluttershy brought her hoof over her mouth to conceal her light giggles, but despite her whispered voice, her laughter could be heard by Trixie's ears. If that wasn't bad enough, Spike chuckled along with the pegasus, leaving Trixie to feel alone in her sane world.

However, what followed was the final straw. Pinkie snorted, accidentally inhaling some of her drink. She lowered her head behind the table, coughing and laughing alternatively, but eventually the pink mare cleared the punch from her mouth and nostrils, breaking down into rumptious guffaws. Pinkie earned the attention of some spectators, but they simply shrugged, paying everypony at the table no mind. Exasperated, Trixie stared at her friends, her brow twitching involuntarily. Rainbow Dash returned to the table, only to immediately succumb at the sight of Pinkie's nonstop giggling and snorting.

Trixie could only shake her head and sigh lowly. "I take it back. I hate you all."

"Hey, Trixie," Peter whispered as Pinkie's laughter quietly subsided, giving the mare ample time to recollect her oxygen. Trixie frowned, raising her brow at the stallion. "What's the difference between a jeweler and a jailer?" Peter smiled while the magician stared at him blankly. "One sells watches. One watches cells!" He grinned. "Wocka! Wocka! Wocka!"

Much to Trixie's dismay, the awful pun garnered a similar to the last. Applejack smiled widely, gritting her teeth to stifle her laughter. Fluttershy giggled softly, and Spike withheld himself to chuckles. Rainbow Dash laughed uproariously, but it paled in comparison to the volume of Pinkie's guffaws. Trixie felt like the most intelligent pony on the planet. Nopony in their right mind would laugh at Parker's idiocy. She opened her mouth, ready to chide her peers for being so stupid, but her body betrayed her intentions, leaving a short burst of laughter to uncharacteristically escape from the usually stoic Trixie.

She threw her hooves over her mouth, desperate to hide what had transpired, but it was too late, evident by Peter's knowing smile. Ashamed, Trixie's cheeks burned, and the mare scowled, turning her back to her allies. The madness was spreading, and she was powerless to stop it. Not that she actually minded, but Trixie refused to give Parker an inch, knowing he'd take a mile.

"Greetings, everypony," Rarity cheered, gracefully trotting over to the table. She was welcomed with warm smiles from her friends, prompting the unicorn to mirror their actions. Her crimson dress swayed with her movements while her violet mane remained still, wrapped delicately and stylishly in a bun. She took a seat next to Peter, taking a moment to playfully wink at the stallion before turning her attention to the others surrounding the table. "I take it everypony has been on their best behavior?"

Peter grinned. "Do we get cookies if we were? I want oatmeal raisin, Pinkie likes chocolate chip, and Skittles likes-"

"Quiet, you," Trixie exhaled, her ears twitching at Pinkie's giggling.

Rarity raised her brow at the comment before poking her lips out in a mock pout. "Peter, darling. I must beg that you act a bit more professionally." The mare tilted her head to the side, her gaze stiffening at a sight. Her horn glowed, allowing magic to envelope Peter's crimson tie. Before long, the neck-piece was properly straightened, and Rarity gave the stallion an approving nod. "You have a reputation to uphold, after all."

Smirking, Peter fixed his posture, sitting properly in his seat. "Here I thought you liked me for myself."

"I do, quite a bit," the designer firmly stated before planting a kiss on the stallion's cheek, "but you can be rather silly sometimes. While I find it endearing, others may think it is annoying."

Spike fumed, folding his arms, but nopony noticed his quiet glare. Peter chuckled nervously, beads of sweat forming over his forehead due to the sudden rise of heat in his face. To this day, he had no answer for Rarity's open affection.

Trixie huffed, smiling. "Look at that. You _can_ shut him up."

The entire table joined together in harmless laughter, prompting Peter to join along sheepishly. Unfortunately, before they could partake in friendly conversation, a snow white stallion approached the table, laughing. A majority of the table stared at the pony questionably, failing to recognize his cool, blue eyes and freshly combed, short blonde mane, but Rarity grimaced, wishing that horrid smug grin would leave the confines of her memory.

Rarity turned her head in a huff and closed her eyes. "Prince Blueblood. To what do I owe the pleasure?"

The stallion scoffed. "Rarity. I see you're as much of a brute as ever." He towered over the table, standing considerably taller than Peter would in his position. He raised his brow at the lot, pausing to glare at the only stallion present at the table. "I've come to confirm a suspicion. Your name is… Peter, correct?"

Glancing to the side, Peter threw the remnants of his slice of cake into his mouth before giving the high-class stallion a nod. "Mm-hmm."

Prince Blueblood frowned in disgust. "As I thought. You are utterly average." His smile returned. "I fail to see why anypony would make a fuss over you."

Rarity's eyes shot open. "Why, you pompous-!"

Peter nonchalantly continued his chewing, shaking his head disapprovingly to Rarity. She heeded his notion and eased back into her seat, but her glare remained fixed on Prince Blueblood, growing more venomous by the second. The high-class stallion took a step back, wary of the violet-maned unicorn's fury, but that uneasy air spread, sending a chill through Blueblood's fur.

Peter, the unimpressive stallion, remained oblivious as he finished his treat, but the mares sitting around him stared intently at the prince. Applejack, Rainbow Dash, and Trixie shared Rarity's scowl, but they sat still, perhaps due to Peter's lack of interest at the moment. Fluttershy, whose fury was seen by many at the previous Gala, glared at Blueblood quietly yet intently. This was more than enough for the high-class stallion to keep his distance.

Having finished his treat, Peter turned to the pink mare by his side. "Hey, Pinkie. You mind saving Twilight a slice? I know she'll love a piece of this cake."

"Okie dokie lokie," Pinkie giggled, hopping from her seat and past Blueblood. She quickly returned with a few napkins, but before she reached her seat, the mare snarled at the high-class stallion, causing him to recoil sharply. Then, as if nothing transpired, Pinkie sat next to Peter with a large smile on her face. The slice of cake had been wrapped carefully, and she surrendered it to her friend. "Here you go!"

Peter nodded gratefully. "Thanks, Pinkie." His eyes widened at a late realization. Tilting his head to the side, Peter gazed at Blueblood questionably, blissfully unaware every mare at the table glared at the high-class stallion that same moment. "So… who are you again? Sorry. I can hardly eat and listen at the same time."

Laughing forcefully, Blueblood turned sharply on his hoof and hastily made his exit, as far away from the entourage of angry mares as he could. However, as he cut his way through the crowd, his mind continued to ponder what made such an average stallion special. Half a dozen beautiful mares just defended a single stallion, as if they were part of a herd. To make matters worse, they were the wielders of the Elements of Harmony with the exception of the silver-blue maned unicorn. This Peter surely couldn't have been _that_ special.

After all, he was just a common pony, not a noble or prince with a grandiose title such as Blueblood's. The high-class stallion furrowed his brow, finally stopping once he was certain he was a safe distance from those ruffians. He stared intently at Peter, frowning as those girls continued to smother him with attention. He wasn't special, not in the least. Blueblood's mind broadened, remembering seeing this pony and his unkempt mane strolling through the castle as of late. Just who was this Peter, and how did he garner this much attention? Blueblood closed his eyes and huffed. He would not be outdone by this commoner.

Meanwhile, back at the table, Peter shrugged his shoulders. "Well, that was weird. Just who was that, anyway?" In unison, every mare exhaled, letting go of their gathered frustration. Peter shifted his gaze across the table aimlessly, raising his brow. "Was it something I said?"

Rarity shook her head and placed both of her hooves over one of Peter's own. "Of course not, darling. Blueblood is just an arrogant oaf who thinks he is above everypony. Sadly, I used to be quite enamored with him. That is, until I found out just how loathsome he really is."

Peter smiled sadly. "Sorry you went through that."

The lights inside the room dimmed, centering on the three alicorns at the top of the stairs. Rarity turned at the sight, and it wasn't for an embarrassing amount of time that she realized her hooves were still in contact with Peter's.

The mare pulled back and cleared her throat, thankful the lack of light in the room hid the blush that surely filled her cheeks. "Don't worry about Blueblood, Peter. You're ten times the stallion he is, but enough about that. Looks like it's about to begin."

Peter lowered his head and placed his hooves over the table. His breathing grew shallow all of a sudden as immense nervousness took hold of his being. "Yeah, I was afraid of that," he sighed, managing to smile once Pinkie patted his back reassuringly. It was fortunate his unkempt mane hid a majority of his face, and that Twilight hadn't demanded he cut it (yet). "Everything I've done has led me to this point. Let's hope I don't screw this up."

Princess Celestia stepped forward, prompting everypony to hurry and take a seat. Once the entire room fell silent, the sun princess shared a nod with Luna and Twilight before facing her peers. "Thank you all for attending Princess Twilight's coronation. This is a day of change as we walk toward the future. However, the coronation is not yet complete." Whispers and murmurs escaped from the crowd, each matching the sound of befuddlement, but Celestia simply smiled in response. "Princess Twilight shall explain the rest."

Twilight and her former teacher exchanged nods before trading positions, and the younger alicorn cleared her throat upon reaching the center stage. "Thank you, everypony. As we know, the Canterlot Guard serve as knights for Princess Celestia and Princess Luna. However, as per my request, I have already chosen a pony to act as my personal knight. The high council have already discussed this, and it unanimously decided that he deserved this role."

The crowd maintained their silence, but their clamors could still be heard, albeit barely. Twilight smiled. "Although he will serve as my protector, he will also act as a knight of Equestria, protecting anypony from the reaches of danger despite their status, Princess Celestia and Princess Luna included. He had done so before. This is a way to recognize him for it."

Her brow furrowed. "Understandably, some of you are wondering just who I'm talking about. The truth is, he's kept his identity a secret from the world for quite some time. The wielders of the Elements of Harmony, Prince Shining Armor, Princesses Celestia, Cadance, Luna, and myself are the only ones who have known this stallion from the start. He is a kind-hearted and humble stallion, who thinks about the safety of others before his own, and I trust him with my life as well as my heart."

Twilight's lips curled into a smile as she felt the temperature in her face rise. "I speak with an open mind when I say I'm happily in love with this stallion, and I couldn't be more proud of him. The world knows him as Spider-Mane, but as of now, you will know of the pony underneath the mask. He is here, attending the party, and I ask that he join my side right now."

The entire room buzzed at the declaration and request. A pony was personally picked by Princess Twilight to be her knight, and it was Spider-Mane, the one who had bested both Celestia and Luna in a duel respectively. Plus, judging from the way the young alicorn referred to the stallion, she was in a relationship with the hero. These statements coursed throughout the vicinity, and several ponies shifted their heads about, trying to pinpoint which stallion in the room was the chosen one.

As Peter expected, evident by his empty smile, nopony even so much as gave him a passing glance with the exception of his friends at the table and his special somepony, who motioned her hoof. Twilight was waiting, and Peter refused to make her do so for too long. Inhaling deeply, Peter forced himself from the comfort of his seat and into a standing position. The muscles in his legs locked, freezing with trepidation, but thanks to a well-placed hoof on his shoulder from Trixie and eager nods from the rest of his friends, Peter found a way to transverse through the room.

He kept his eyes fixed on the ground, avoiding the stunned gazes and bewildered glares of his peers, but his ears could only fall into his mane, having heard quite a few quotes of disbelief. Peter felt himself shrink. It felt as if he was the only strand of grass lost in a land of metal, ostracized and alone. After what felt like an eternity, the stallion reached the stairs, and he raised his hazel irises to find the violet embodiment of beauty at the top, waiting for him. From afar, Blueblood watched the supposed common pony ascend the staircase in horror, his jaw practically unhinged.

Eventually, Peter reached his princess, managing to return her smile with one of his own, but the uncertain gazes of the nobles in the room caused the stallion's doubt to steadily resurface. As if sensing his confidence dwindling, Twilight reached down and took Peter's hoof in her own. They remained as such, allowing the world to see them as they were. This was the stallion to which Twilight referred to, but the mare felt unsatisfied, sensing everypony in the room did not fully take her word. She bit down on her lip, feeling her stomach tighten into a knot.

Twilight had full confidence in Peter, and she wanted the populace to do the same. Princess Celestia told her yesterday to follow her heart. To heed her mentor's advice now seemed ill advised, but the young alicorn wanted to make a statement, to the ponies in attendance, to those who doubted her decision, and to the stallion she loved immensely.

Against her better judgement, Twilight closed the gap between herself and Peter, syncing her lips with his. She was not one to condone public affection, but this needed to be done for a more personal reason. The kiss was brief, lasting a couple of seconds, but the message was clear. Peter was Twilight's, and she proudly stood alongside her choice. They continued to hold hooves, locked in a frozen state of time as the outside world buzzed wildly, but Twilight hesitantly relinquished her hold, taking a step back to give her stallion full rights to the stage.

Exhaling, Peter faced the crowd before his nerves finally settled. "What is there to say? To tell you the truth, I almost have nothing to say, and that's weird since my friends always tell me I talk too much. For so long, I hid behind the mask, keeping Peter Parker and Spider-Mane as far away from each other as possible. It wasn't until I met Twilight Sparkle and my friends that I was able to accept that I didn't have to keep myself a secret from all of you."

He smiled, taking Twilight's hoof in his own. "'With great power comes great responsibility', that is a saying I always upheld. I don't want anypony to think this changes anything. It doesn't. I'm here to help everypony that I can. My friends, family, all of you, and my princess. If anything happens, I promise I'll give you everything I've got to protect this land. I am Spider-Mane, I am Peter Pony Parker, and I am a knight for _all_ of the world."

Nodding, Peter kissed the tip of Twilight's hoof before kneeling out of respect. Everypony in the room, breaking free from their states of shock, made their way to their hooves and stood tall, acknowledging the stallion before the trio of princesses. Applejack took her hat off and smiled. Trixie's stoic demeanor diminished, and that moment, tears poured from the unicorn's eyes. However, she maintained a smile, feeling happy her bumbling friend achieved such success. Rarity wiped away her own tears while the others smiled widely.

It had come full circle. For every life Peter had saved, for every villain he defeated, and for the lives he mourned, this was the crowning achievement to repay him for his selfless acts. Princess Celestia stepped over to Peter, all while sharing a smile with Twilight. Using her magic, the sun princess lifted a sword from her side, levitating it over the stallion's head. Its sheath was black, pelted with a crimson design along the side. Celestia carefully unsheathed the blade, allowing everypony to see the light reflect off the sword's smooth surface, and lightly tapped both of Peter's shoulders with the blunt side of the sharp object.

"In the name of Equestria, I hereby knight thee, Sir Peter Pony Parker," Princess Celestia declared, sheathing the blade before surrendering it to Peter, prompting the stallion to accept it with a hoof. As he and Twilight shared a smile together, the sun princess used her magic to retrieve a silver medallion from Luna. Celestia placed it around Peter's neck. "In honor of everything you have done for us, I am happy to name you Prince Parker, personal knight for Twilight Sparkle. Your rank is just beneath ours, and we shall call upon you in times of severe duress. Do you accept and promise to uphold your vow?"

"I do," Peter firmly stated, receiving a hug from Twilight afterward. Everypony joined together in applause, congratulating the new power couple of Equestria. Twilight broke away from Peter and embraced her former teacher, allowing the stallion to steal one final glance of the surrounding crowd. There was no longer a secret to be kept. Soon the news would spread, but how things would turn out remained to be seen. However, Peter smiled inwardly, perfectly content with the developing situation. _'I hope you're proud of me, Uncle Ben.'_

Life was changing. Peter Parker was Spider-Mane, knight and prince of Equestria.

* * *

><p>Several hours had passed. In the dead of night, Canterlot slept, but a few souls remained awake. Fulfilling her duties, Princess Luna watched over the land while the castle guards patrolled, making certain nothing was wrong. Peter would not yield to the reaches of sleep either in the confines of his quarters. He rested on his bed with his hooves behind his head, staring at the ceiling.<p>

The bundle of life at his side shuffled, stretching her limbs before placing her hooves over the stallion's chest. Twilight's eyes fluttered open, eventually centering on the pair of hazel irises that watched her closely. Peter shifted his position and wrapped one hoof around the mare's body, allowing the other to brush through her wet mane. She had just taken a shower an hour ago, the fresh scent of her choice soap and shampoo still vibrant.

Twilight nuzzled further against Peter's warm body, cooing. "Can't sleep?"

The stallion chuckled, kissing the center of his mare's forehead. "No, not really. I guess I'm still trying to take this all in." He paused, replaying the event through his mind, and after a few seconds, Peter lowered his gaze. "Okay, I lied. That's not why I can't sleep right now. I'm actually taking the whole 'the world knows who I am' and 'I'm a knight and prince' thing pretty well. It's something else that's bugging me."

Her eyes widened. "What's wrong?"

Peter turned over until his body was directly on top of Twilight's. She inhaled sharply, blushing at the compromising position she was suddenly in, but the alicorn didn't protest, keeping her eyes locked on her stallion's. The temperature surrounding their bodies rose, heightening further once Peter placed his lips over Twilight's. Perhaps out of instinct, she opened her mouth, allowing the stallion to explore her further, and he did just that, using his tongue to the greatest extent. Twilight's moans increased in volume, matching her growing pleasure.

They soon parted, heeding to their bodies' need for air, but Twilight smiled, nuzzling her head against the underside of Peter's muzzle. He took in the sweet scent of her mane before tightening his grip on her body. His mind grew fuzzy, and a burning sensation coursed through his chest, causing the stallion's heart rate to quicken. Peter slammed his eyes shut. This sense of yearning had returned, much stronger than the last time, but it was becoming quite impossible to ignore.

He managed to avoid this topic with his mare so far, but his mind reached a breaking point, begging to finally confront Twilight about the matter. Peter opened his eyes once he felt his mare shifting in his grasp, and they softened after coming into contact with the alicorn's loving gaze and warm smile. The stallion chided himself. He could talk to Twilight about anything. It was a common fact he regularly forgot, but this was a fairly sensitive subject. The last thing Peter wanted to do was make Twilight uncomfortable.

Peter brought his hoof over Twilight's cheek and caressed it gently. "I'm just thinking about us." he removed a strand of mane from the mare's face, and she stifled a giggle, smiling instead. "This is the third time we've shared a bed together, but it still feels like the first for me. I had time to think about it. There's something I wanted to ask you."

Twilight's cheeks burned. "What is it?"

Peter inhaled deeply and held his breath for several seconds before exhaling. "We've come so far together. You're a princess, and I'm your knight. You have no idea how happy I've been since we started our relationship. You've given me your best, and I have no way to repay that. There's something I want to do… and it's only with you. It may be too soon for me to think like this, but it feels like the right thing I should do. Remember, if you're not okay with it, just tell me the truth."

Sharing a brief yet affectionate kiss with the mare, the stallion dropped his final defensive barrier. "Twilight, I may not be your prince yet, but I would like to be sometime in the future. Tonight, I want to take that step forward and become your lover. I want to give you my heart and body. It's something I only want you to have. I'm ready to move forward with my new life with you by my side."

"Peter! I… Of course we can!" Twilight fumbled over her words while her mind delved into a world of bliss. She wrapped her hooves around the stallion's neck before pressing her lips against his, fueling their passionate desire to strengthen and solidify their bond. Her horn glowed, causing every curtain in the room to close. All form of light had been cut off, leaving the couple alone in the dark, but they were content, refusing to let go of each other. "I want you to make me a promise, Peter. Don't you dare leave me behind. No matter what happens...we'll see everything through together. Okay?"

Despite not being able to see, Peter used his instincts, leaned forward, and kissed his mare, earning a pleased moan for his efforts. He parted, allowing his hot breath to brush against Twilight's coat.

"I promise," he said simply, resuming the kiss.

This was the dawning of a new age. From this day forth, Peter would no longer lead a dual lifestyle. Spider-Mane and Peter Parker were one in the same, a knight of Equestria. However, what mattered more to the stallion was his relationship with Twilight. Their hearts were one, fused by their growing love, and their bodies were shared, only with each other. Peter vowed to the world that he would proudly serve as Twilight's protector, and as her lover, he promised to never leave her behind.

In the end, Twilight's life and love were irreplaceable. Peter would protect both…

...no matter the cost.


	41. Rematch

_**Chapter Forty-One "Rematch"**_

_Sixteen Days Remain_

The Canterlot Gardens were gorgeous today, the bright sun breathing life into every flower present. Twilight laid across a marble seat with her violet irises fixed on her book, unable to suppress the wide smile on her face. Memories of last night were fresh and fluent, but the mare welcomed every second of it, wishing to relish that moment for the rest of her life. Her relationship with Peter was truly blossoming into something beautiful. Twilight's cheeks burned to a shade of pink as her mind recollected every key detail of their session.

Last night left such an impact on the alicorn that she didn't care that she overslept this morning. Normally that role was reserved for her lover, but he actually woke up early for the first time since they met. It was truly a bizarre morning, but it was well worth the sense of bliss. If not for Peter's urgent matter, the couple would have remained together in bed and talked about last night. Rather, Twilight would have loved that, but the alicorn smiled inwardly, knowing her stallion would return sooner than later. Gazing at the clear sky overhead, she silently whispered a prayer, lending her heart to Peter.

_'Please, stay safe.'_

"Twilight?" Cadance called out, giggling at the mare's belated response. "You've been daydreaming the entire morning. What's going on?"

"Cadance," Twilight started, shaking her head in defeat afterward.

It was no good, she decided. There was no way she could think straight at the moment. She still felt giddy from last night, but, even more than that, there was an exhilarating thrill running through her. This feeling was always there, yet it felt wider, expanded, greater than it already was. It was almost like frustration, only the sorrow and anger had been replaced with raw joy. She was in love with Peter, she reflected inwardly as a warm shudder passed through her body. It was reminiscent to the raw emotion she felt when she first confessed her feelings for Peter.

Twilight bit down on her lip. She felt like screaming as loud as she could, the sentence she had been repeating to herself. It was love, but was it right for her to feel so strongly about it, especially after last night? Twilight remembered waking up as Peter held her close, talking to her about all kinds of things and kissing her gently until she had fallen asleep again. Her brow furrowed as her lips curled into a frown. She wished she could have stayed awake, finding the time she spent with Peter precious. Twilight brought her hoof over her cheek, feeling her eyes were damp again with joyful tears.

She wiped away at her tears. Why did Peter make her feel this way, and how could she make sure it never stopped? Cadance's giggling reached her ears, prompting Twilight to hastily wipe away at her face.

"It's nothing, Cadance. I just feel… happy," Twilight conceded. Even embarrassed, the sheer giddiness wouldn't go away, and the young alicorn found herself smiling brightly. "Cadance… I am in _love_," she said loudly, her eyes glittering. "I know I'm repeating myself, but I mean it. I am in love! It feels strange. Peter and I… made love last night." Her face burned. "I've never felt like this before. A part of me is so happy, yet I also feel scared. I don't want this to end. Is this normal? Am I getting ahead of myself?"

Cadance smiled warmly at her sister-in-law, placing her hoof over her shoulder. "This is perfectly natural, Twilight. Don't worry. The first time you give your body to your special somepony is always the most nerve-racking, but as long as you do so honestly, the reward is everlasting. Do you have any regrets about last night?" Cadance giggled as Twilight shook her head defiantly. "Then there's nothing to worry about. Take it one step at a time, and you two will be fine. I couldn't be happier for you, really."

Twilight furrowed her brow. "You don't sound surprised at all."

"I might be the Goddess of Love, but it's always easier to spot when other ponies are concerned," Cadance calmly answered, shifting her light violet irises to the clear sky overhead. "It sounds silly, but the moment I met Peter after you described him to me, I knew he would be special to you. You both cared so much for each other back then. Looking at you two now, you're practically inseparable." She paused before lowering her gaze back to the mare by her side, smiling. "I know it's frustrating, but love brings out the best in us. Peter's doing that for you right now. I _know_ you're doing the same for him."

Twilight found herself nodding as Cadance spoke. "Thank you, Cadance. I just wanted to make sure I wasn't doing anything wrong." Her eyes softened, revealing the hurt buried within her spirit. "I love Peter so much. It's amazing. He's sweet, cute, caring, protective, and a little annoying, but I can't stop thinking about him at times." Both mares edged closer, joining together for a warm embrace. Eventually, they parted, sharing a smile before Twilight's gaze fell to the side. "I should do something nice for him tonight."

Raising her brow, Cadance made her way to her hooves. "I have an idea. Come with me." Tilting her head to the side, Twilight did as she was told, but Cadance stopped in her tracks, prompting the younger alicorn to do the same, albeit clumsily. Before the librarian could say anything, Cadance turned to face her with a mischievous grin on her face. "Promise you'll invite me to your wedding."

Twilight blushed visibly, pouting. "Cadance!"

* * *

><p>Peter chuckled at the strange tingle he felt in his chest as he trotted through the path to his destination. He had been like this all morning, refreshed at the new start given to him. Fortunately, the press in Equestria was not quite as fast as that of Earth or the Bugle, meaning everypony was not quite up to speed on the events of the coronation or what happened afterward. While he <em>did<em> receive a few stares from the local villagers, Peter knew the news would eventually spread throughout Equestria by tonight or tomorrow morning.

Peter Pony Parker, revealed to be Spider-Mane, was now named Princess Twilight's knight and given the title of prince. It was surreal, even now, but life was going well for the stallion, at least until the Parker Luck returned from its vacation. In the meantime, Peter was ready to enjoy his new life to the fullest, and what better way to start than in the loving hooves of his mare, Twilight. Last night was truly something special, a first for both ponies. Peter's face grew hot. They made love. A few months ago, his mind couldn't even register such a thought, but last night, it only felt natural, as if they were never worlds or realities apart.

They had become one, and their hearts were mended together, formed by their trust and love for each other. Peter laughed outwardly, not caring how immensely giddy he felt. The stallion was head over hooves in love with his mare, and nothing would change that so long as he saw fit. However, his eyes widened once his path ended, and the Ghastly Gorge came into view. The drop was perilous, and the scale was grand. Peter nodded, finally managing to repel the memories of last night for the moment. There was something he needed to take care of first. Stepping onto the edge of the nearest cliff, the stallion brought his hoof over his eyes and scanned the environment to the greatest of his ability.

"This place is huge. I wonder where Spitfire could be?" Peter murmured, furrowing his brow at the canyon.

He lifted his gaze, hopeful he would find the pegasus above the chasm rather than beneath or within. Fortunately, he got his wish, spotting somepony on the other side of the ridge a few clicks from his position. Her coat was bright yellow, slightly darker than Fluttershy's, but her mane and tail were fiery orange, matching the latter part of her namesake. She wore what appeared to be a high-rank military uniform, complete with violet sunglasses and a Wonderbolt badge, but the stallion glanced at his backpack, where his costume was stored, and nodded, presuming Spitfire's wasn't too far behind.

_'Let's find out what she wants. Hopefully it isn't anything serious.'_

Leaping into the chasm, Peter landed on a boulder, bounding from one wall to the next. He reached a branch and landed on top of it, managing to spring from it. He soared for several meters before his momentum finally ceased, but Peter perched himself on the wall to keep from falling and climbed the rest of the way. Once he was directly beneath Spitfire, the stallion threw his legs overhead, flipping from the ridge and landing perfectly on his two hind-hooves behind the mare. Peter's eyes widened at the sight of a black gym bag he landed near, his earlier suspicion regarding the Wonderbolt's uniform no doubt confirmed.

Spitfire smirked, raising a brow behind her pair of dark violet shades. "Nice moves. What do you do for an encore?" As Peter lowered himself into a normal standing position on all four hooves, Spitfire raised her shades and placed them behind her ears. She playfully punched the stallion's shoulder. "Thanks for coming, dude. I almost thought you wouldn't show up." Her glossy, sun-like irises widened at a late realization. Before long, Spitfire straightened her posture and threw her hoof over her forehead in a salute. "I'm sorry, sir! That was rude of me! Please accept my apology, Prince Parker!"

"W-What?! No! D-Don't do that!" Peter stammered, waving his hooves defensively while his face turned beet red.

Just like that, Peter was brought back to the plains of reality. While the village of Ponyville wasn't brought up to speed about the news, Spitfire certainly was, perhaps due to her connections to other celebrities (being one herself). Peter Parker was no longer the average pony, and that was an understatement, for he was one of the highest ranking individuals on Equestria now. As Twilight's chosen knight, coupled with his noble prince status, Peter answered only to Celestia, Luna, Cadance, Shining Armor, and Twilight herself. It would take some time to get used to these sort of reactions, but Peter smiled, refusing to act any differently because of his elevated status.

"Nothing's changed, Spitfire. We're friends, so 'Peter' works just fine. It's embarrassing if you call me anything else," the stallion honestly stated, prompting the mare to lower her salute and smile. Peter raised his brow. "That was a complete one-eighty, you know. If I didn't know better, I'd say you were a drill sergeant." The stallion tapped the bottom of his chin with his hoof. "Then again, you _are_ a captain and you _are_ wearing a military uniform, but you're so unassuming considering how… laidback you are."

Spitfire shrugged. "You know what they say. You're a completely different pony when you're at your job. In my position, you can't be too nice to the recruits. Otherwise, they won't train as hard." She grinned. "What doesn't kill you makes you stronger, right?"

Peter closed his eyes and scratched the back of his ear, nodding. "Ain't that the truth?" Placing his backpack on the ground, the stallion returned his gaze to the mare. "So what was this that you wanted to talk about?"

A smirk formed on the mare's face. "You don't waste time. Now I remember why I thought you were a pretty cool pony in the first place." She paused, diverting her gaze to the chasms below. "To be honest, I had something in mind, but you sort of threw things out of whack for me when you revealed your identity and became a knight." Spitfire chuckled briefly. "If I knew you were going to become a prince, I would have stayed for the rest of the party. Now I feel awkward for what I'm about to ask you."

Before Peter could ask about what she was referring, the mare reached into her gym bag and and retrieved a small, golden medal. Engraved at the center was the Wonderbolts' insignia.

Spitfire offered it to the stallion and extended her free hoof out to him. "This may not seem like much, but I would like to make you an honorary member of the Wonderbolts." She laughed nervously. "You saved me the trouble of asking for your real name. What do you say, Peter? Interested? I doubt you _would_ be since you're royalty now, but-"

Peter reached out and gently accepted the medal from the pegasus, all while placing his free hoof on her shoulder. "No! This is pretty cool. Thanks, Spitfire. This means a lot."

He removed his hoof once the mare rose her brow at him. Oblivious, he was staring intently at his gift as Spitfire blushed slightly, rubbing her hoof over her shoulder, which burned. However, Peter shook his head, and much to the mare's surprise, he offered the medal back to her.

His smile widened. "Sorry, Spitfire, but I can't accept this. I'm not even a pegasus to begin with. Rainbow Dash deserves this more than me. I'll vouch for her when I say she's matured quite a bit since that day in Manehattan. So, it'd be great if you gave her a shot."

The corner of her lips curled, forming a smirk. "You really care about Rainbow Dash, don't you? Tell you what. If you're completely sure she's ready, I'll send her an invitation."

Peter's expression brightened. He placed the medal back in Spitfire's possession, all while shaking her hooves frantically with a cheeky grin on his face. "Thanks, Spitfire! I know Rainbow Dash will appreciate this! She'll work hard. I know it!"

Spitfire grinned, giving the stallion a smile with teeth. "No problem, Peter. I've been watching Dash for a while now. I guess I just needed to hear it from somepony else." She trotted to the edge of the cliff and pointed her down toward the chasm below. A strong gust brushed by the pair, whipping their manes and tails about. "Anyway, we never had a chance to finish our race in Manehattan. Right now, I want a rematch. The Ghastly Gorge is pretty big, but it's straightforward, one big circle. First to finish wins. You in?"

Glancing off to the side where his backpack rested, Peter chuckled. "So _that's_ why you wanted me to bring my costume." He was silent, as if contemplating his answer. Fortunately, his smile provided some positive enforcement. "I don't see why not. I had a blast racing you the last time. Well, that is, _before_ the blimp crashed and I broke my leg. That part sucked, but everything before that? Awesome." Peter's eyes widened at a late realization. He reached out to Spitfire as she rummaged through her gym bag, prompting the mare to stare at him questionably. "Hey, how _did_ you find out my secret identity? I know it doesn't matter now, but I'm just curious."

Spitfire carefully slid her violet shades into one of the side compartments of her bag before sharing a glance with Peter. "I was wondering if you were going to bring that up. Well, after you stopped that blimp and fell through that stand. I honestly thought you were dead. Then, I saw you crawl your way through the rubble. I didn't know what to think, but you swung off and passed me without saying a word. It was then that I realized that 'you' was a magical copy. Its movements weren't nearly as fluid as yours. They were rough… jagged."

Having retrieved her signature goggles, the mare's expression grew stern all of a sudden. "I had a clear view from angle. I saw Princess Luna pull you from the rubble. You lost your mask from the crash landing, I guess. I recognized your face because you were the only stallion booked in the special reserves with Rainbow Dash's friends at the hotel. You seemed like a pretty cool guy, so I decided to keep quiet and play along." Her gaze softened yet Spitfire managed to smile, albeit briefly. "It was the least I could do for you after that stupid pyro malfunction."

Peter waved his hoof dismissively as he slid his costume over his frame. "Don't worry about it. Accidents happen. Nopony got hurt, and that's all that matters in the end." Just as he was about to put his trademark mask, the stallion paused, giving the pegasus an earnest smile. "Seriously. Thanks for keeping my secret, Spitfire. I haven't known you for that long, but I can tell you'd make for a great trustworthy friend." He chuckled sheepishly. "We _are_ friends, right?"

Taken aback, the pegasus found it difficult to respond, but her body allowed her to simply nod and smile. "You're pretty weird, dude. I think we'll get along just fine." Her attire was skin-tight, forcing the mare to snuggle her way into her wardrobe. Peter found himself staring, especially once Spitfire began to wiggle her tail through the costume's hole. He quickly turned away and slid his mask on, using it to hide his beet red face.

However, Spitfire caught wind of this, but instead of reacting, she grinned inwardly before pulling both her mask and goggles over her face. _'Ha, for a total dork, he's kind of cute. I wonder how he and Princess Twilight feel about starting a herd? Maybe I'll ask him in a few weeks if his personality holds up.'_ Clearing her throat, Spitfire pushed that thought to the back of her mind and trotted over to the edge of the cliff. She glanced back at Spider-Mane, winking. "You ready?"

"Hang on a second," Peter strained, stretching as he sat in a perfect split. He lowered his torso and extended his forearms, holding that position for several seconds. Exhaling, Peter threw his legs into the air, flipping perfectly to a standing position. Spitfire stared at the sight intently before settling her gaze to the path ahead. Spider-Mane joined her along the edge, oblivious to the blush that threatened to burn through Spitfire's mask. "Ready whenever you are."

_'It's been quite some time since I felt like this,'_ Spitfire grinned as she lowered her body, prompting Peter to do the same. Her heart raced, filling the mare with a sense of giddiness and nervousness. She bit down on her lip. _'Why do I feel like this all of a sudden? It's like I'm a teenager again.'_ Exasperated, Spitfire shook her head. "Remember! First one back wins! Ready? Set!" She stole one final glance of the stallion out of the corner of her eye. _'I guess it's my fault for having a soft spot for the nerdy types.'_ Letting everything go, Spitfire smiled widely and yelled at the top of her lungs. "Go!"

Both ponies leapt over the cliff and dove into a freefall. Spitfire spread her wings and allowed the wind to aid in her flight before speeding off under her own power. Spider-Mane neared the ground with great velocity, but he shot a strand of webbing from his hoof at the last moment and poured all of his momentum into his swing. Eventually, he caught up with the mare, allowing the stallion to break from his webbing and fire a new strand into the distance. Peter landed on the side of a wall, but he maintained his pace in the form of a two-legged, upright sprint.

The pair quickly approached a series of stone pillars in the midst of the canyon, and Peter found several large holes on the wall drawing near, forcing the stallion to flip from his position and ahead of Spitfire. As he bound from from the side of one pillar to the next, the mare following closely behind in flight, swaying past each stone in rapid succession. Once at the end of the path, Spitfire smiled confidently before passing her opponent and flying into a dark cave that approached. Spider-Mane landed on top of the last stone pillar, shot a strand of webbing into the cave, and swung after the Wonderbolt.

The inside of the cave was moist, drenched with damp darkness, but both ponies remained undeterred, Spitfire soaring through the air with Spider-Mane swinging after her in a hot pursuit. That moment, Peter relinquished his webbing and shot a strand across the vicinity. In one swift act of motion and a jerk of the wrist, Spider-Mane zipped across the cave, cutting the distance between himself and his opponent considerably. Spitfire glanced back, her eyes widening upon realizing how close Peter was to her. As the light at the end of the cave grew brighter, the pegasus dashed ahead but stopped dead in her tracks due to the wall that obstructed her path.

She turned right sharply just as Peter exited the cave. However, his reaction was far quicker than Spitfire's in regards to the obstacle. While his body faced the approaching wall, he shot a strand of webbing from his right hoof and swung past the recovering pegasus, all while maintaining his speed.

Spitfire furrowed her brow, frowning at the stallion. _'It's just like in Manehattan. He's able to react at the last possible second to anything and not lose a step.'_ Her lips curled into a smile before she opened her wings and dashed after the costumed stallion. _'I still won't let him beat me!'_

Hanging on to his webbing with both hooves, Spider-Mane swung to the greatest of his ability before throwing his legs forward, thus sending his body flying. However, his cranium rung profusely, forcing the stallion to divert from his path. Suddenly, a large fountain of hot, steaming water erupted from the ground, causing Peter to throw his hooves up to shield his face from the heat wave that rushed over him. His masked lenses widened in response to the second ringing going off in his head.

Extending both of his hooves, Spider-Mane fired two strands of webbing and yanked himself away from another geyser eruption, but in response to his tingling sixth sense for danger, the stallion contorted his body at the perfect angle and narrowly avoided a third fountain of gushing, boiling water. Behind his position, Spitfire sped toward the array of geyser eruptions. She tilted her body to the side to avoid the first, turned sharply to avoid the second, and with her gathered speed, the pegasus disappeared in a blazing blur, piercing through the boiling water like a bullet.

Spider-Mane landed near the bottom of chasm, his evasive maneuvers from the geyser having stopped all of his momentum, but the goal was close, just a brief climb away. However, Peter glanced back to find the source of the booming sound that caused his ears to perk and found Spitfire flying full speed for the finish line, a fiery trail following her loyally. Spider-Mane shot a strand for the edge of the cliff, but the moment his webbing latched onto the rock, Spitfire had already crossed the plain and skid to a halt, finally putting to rest who was the faster of the two.

Lowering his head, the stallion laughed half-heartedly under his breath. He pulled himself up to the edge of the cliff, but the moment he reached the top, he found Spitfire waiting for him with her hoof extended. Peter reached out and accepted the gesture, allowing the mare to pull the stallion back to solid ground. Pulling her goggles off, Spitfire unmasked as Peter did the same, but both ponies shared a smile before joining together in light laughter.

The mare wiped the sweat from her forehead with her hoof. "That was fun. You've got some nice moves, but it looks like I win today." Her smile had not faltered in the least. "Would you believe me if I told you that was the most fun I had in years?"

His mane was drenched in sweat as it stuck to his face, but Peter managed to smile. "I lost, but I had a blast, too." He shook his head, freeing his mane from his face. "I'll take you up your training for sure. if I'm going to be a knight, I have to find a way to match up with the likes of your speed. Or Rainbow Dash's." His mind chuckled. _'Plus, this gives me a reason to tinker in the lab for a while.'_

As Spitfire gathered her breath, she disrobed and threw her costume back into her gym bag before sliding her shades back over her eyes. "Don't sell yourself short, slick. You're really good." Throwing her bag's strap over her neck and shoulder, Spitfire levitated herself from the ground and hovered slightly. "I can see why you and Dash are close. You're pretty cool, with a lot of guts, too."

Once Peter had discarded his costume, he slid his backpack on and glanced up at the pegasus. "A lot of guts? My girlfriend, Twilight, always tells me I'm reckless and stupid. Is that the same thing?"

A gentle breeze brushed between the pair. Peter glanced away toward the direction of the village before settling his hazel gaze on Spitfire's surprisingly cool, orange eyes. A familiar feeling stirred in his stomach, something that occurred quite regularly since his arrival in Equestria. Peter had found another friend, a very trustworthy one at that, and he wanted nothing more than to cherish it and see it grow. His mind groaned, chiding the stallion for having such a cheesy thought, but Peter grinned, ignoring his cynical side long enough to extend his hoof to the mare.

"Thanks again for keeping my secret, Spitfire. If you ever need anything or just want to hang out, let me know. I'm not too hard to find."

Without saying a word, Spitfire reached out and bumped hooves with Peter. Their bond had been formed, out of mutual respect and trust. While she earned a victory today, they were considered equals in her eyes. Spitfire gave the stallion a friendly wink before jetting off through the sky, her fiery trail following closely behind. Peter watched the mare until her image completely disappeared in the distance. Nodding, he trotted his way back to Ponyville, knowing he'd meet the Wonderbolt again much sooner than later.

Peter's eyes widened suddenly. "I have the whole day ahead of me. I should hurry back to Canterlot and finish my experiment." He quickened his pace to a steady jog.

Unbeknownst to the stallion, Spitfire watched him from behind a cloud. "Now I see why Rainbow talks about him so much." Exasperated, she scratched the back of her head. "He's as dense as a rock. He probably doesn't even know Dash has a crush on him." Spitfire paused, smiling as the temperature in her face rose, "I'd be lying if I said I didn't either." Shrugging, the pegasus resumed her flight, mentally noting how much happier she was all of a sudden.

* * *

><p>A few hours had passed, but the sun was still up, slowly beginning its descent into the horizon. Peter sat diligently in the Canterlot basement, beads of sweat forming over his forehead as he sternly watched the white substance in the test tube boil to a simmer. A jade crystal sat next to it, along with a bowl of the jewel ground to dust. The stack of notes behind the stallion's seat was progressively growing larger by the hour. This procedure was delicate and met with several failures thus far, but Peter stayed the course, knowing he would eventually find success with his new web formula.<p>

A soft set of knocks at the door reached his ears, prompting Peter to turn the heat under his tube off facing the opposite side of the room. "It's open."

The door gently slid open, and a smile formed on Peter's face, the sight of his princess quite a welcome to his eyes. Twilight closed the door with her magic once she made it inside the room. Suddenly, the mare greeted the stallion with a smile of her own, it's bright shine putting that of the sun's to shame. She trotted over to his position, and without giving Peter a chance to stand from his seat, the alicorn stood on her hind legs, placed her hooves around the stallion's shoulders, and synced her lips with his. They eventually parted, both of their faces flushed to a shade of pink.

Peter chuckled, brushing his hoof over his mare's soft, burning cheek. "Wow. What was _that_ for?" He paused, kissing the spot between her neck and chin. "And what can I do to make sure it happens more often?"

Twilight giggled, tightening her embrace on her stallion. "No reason. I'm just happy to see you." She glanced at the scientific equipment on the table. "Any luck stabilizing the formula?"

Peter shook his head. "Not quite yet. The trick is in the quality and quantity of crystal ingredient. Too much and it doesn't stick. Too little and nothing happens. I think I finally figured out the exact amount I need to add, but I won't know for sure until tonight or tomorrow." He kissed her neck a second time, grinning mischievously. "Did you come to be my beautiful lab assistant? If so, you need to put on your lab coat and black boots. Otherwise, it's just weird."

Twilight nuzzled the side of her head against his. "Tempting. Normally I would accept that offer, but I _do_ have a surprise for you." Her cheeks burned at a thought. "Well, _two_ surprises, actually. I'll tell you about the second later, but the first is that we're going to the Crystal Empire tonight to have dinner and a game night with Shining Armor and Cadance." She giggled at her stallion's surprised expression. "There's a chance we'll be spending the night there. Is that okay?"

He raised his head and gave the mare a swift yet affectionate peck on the lips. "My first day as a prince and I'm already getting a day off? Sweet. What game are we playing?"

Twilight clapped her hooves together gleefully. "Pictionary! Cadance and I used to play it all the time when I was a foal. This will be so much fun!" Her horn glowed, causing Peter to disappear from his seat and reappear by the door in a flash of light. He managed to react and land on all four of his hooves, but before he could protest, Twilight nudged him, leading the stallion out of the room. "Hurry and clean yourself up! We'll leave as soon as you're ready! If you behave, I'll give you your surprise tonight!"

Peter did as he was told, all with a smile on his face. Twilight seemed excited about the get-together, and he was more than willing to make his mare happy. However, he was worried, not about making a bad impression or potentially ticking off Twilight's big brother. Peter sighed, lowering his head. To put it simply, he sucked at pictionary. Even during times of leisure and fun, the Parker Luck had stuck it to Peter once again. Twilight followed him to his quarters, making certain he stayed on track.

The young couple trotted down the hallway, but little did they know, they earned the gaze of a light amber mare in the vicinity. She brushed her vivid crimson and brilliant yellow strand from her face with her hoof, and once the princess and knight were out of her range, the mare's moderate cyan eyes shone as an opportune smirk formed on her face.


	42. Game Night

_**Chapter Forty-Two "Game Night"**_

_Sixteen Days Remain_

"Honey, I'm up for game night, but I think you're taking this rather seriously," Peter quietly stated as he trotted with a twin set of knapsacks on his sides.

Keeping her violet gaze centered on the checklist, the mare scoffed. "There is nothing wrong with a little organization." She blankly stared at the stallion from the corner of her eye. "That is something you almost _never_ practice."

Peter held his head high, grinning. "I don't organize. I improvise."

Twilight let out an exasperated groan before placing her checklist into one of the knapsacks' pockets. "Is _that_ what you call it? You just bumble your way through everything. That's not improvising! That's just… reacting." She poked the stallion over the snout. "Well, those days are over, mister. As long as you're _my_ stallion, I'll make sure you have some form of order in your life."

"Looking forward to it- Ow!" Peter deadpanned, receiving a swift kick to the side from his mare. He sighed. "What I mean is that we're going here to eat and play games! There's nothing complicated about that." They reached the guarded area of the castle gate, but the knights bowed out of respect before the pair, allowing them to pass. Once out of hearing range, Peter smirked. "You go in with an uptight attitude, and everypony will mistake you for the party pooper. Try to cut loose and have fun! Besides, it's not like we're the ones hosting game night, right?"

Her eyes shot open and cheeks flushed, as if the alicorn's mind registered the fact just now. "Oh! Well… you're right. I got so excited I forgot this was Cadance's idea." Clearing her throat, Twilight stopped at the large, double door and used her magic to pull the bell. Its ring echoed throughout the vicinity, making it impossible to ignore. Her embarrassment subsided, allowing the mare to nod confidently. "It's just as well. Things will go accordingly with Cadance hosting tonight. So I'm counting on _you_ to behave. Okay, Peter?" Her brow rose at the lack of an immediate response. "Peter?"

The stallion stared at the colossal tower they were preparing to enter, particularly its crystalline design. "This is the second time I've come here, and this place _still_ reminds me of the Fortress of Solitude. Are you sure this isn't Superman's hideout?" He turned his head to the homes surrounding the castle. "Better yet, I'd say the Crystal Empire was actually Krypton." Peter's face beamed at a realization. "Hey, is Princess Celestia from here? I bet she absorbs yellow sun energy, no doubt making her the Mare of Steel. It makes so much more sense now."

Twilight groaned, slamming her hoof over her forehead. "No, it doesn't! Nopony understands it but you! What have I told you about that?!" She pointed her hoof at the stallion, glaring at him intently. "Look! No references tonight! You're going to be on your best behavior! Got it?!"

"Every party needs a pooper. That's why they invited you. Party pooper. Party-" Peter sang before stopping abruptly, Twilight's glare giving a fair amount of warning. Chuckling nervously, the stallion reared over and planted a swift kiss on his mare's cheek as the door creaked open. He hoped that would deflate Twilight's irritation. He smiled coyly. "Okay, okay. I'll behave. I still want my surprise, after all."

His charm seemed to have worked, evident by the smile on the alicorn's face. "Let's hope you do." The door to the castle finally opened completely, prompting the ponies to straighten their posture. The magical energy surrounding the door dissipated, and before long, the Princess of the Crystal Empire stepped outside, greeting the couple with a smile as she held a small glass by her head. Twilight giggled. "Cadance! Thanks for having us!"

Cadance stood, maintaining her smile, but her balance seemed challenged, her limbs leaning to the side. "Hey, you two!" She happily greeted, stepping out to lead Twilight inside. Peter followed with a furrowed brow, his nose scrunched at the scent coming from the glass. He prepared to close the door, but the stallion took a step back once they began to close on their own via magic. Cadance peeked back at Peter, finding it difficult to suppress her giggling and the crimson stain that plagued her cheeks. "You're just in time! Dinner's ready and- hic!- Shining's waiting for us in the living room."

Twilight tilted her head to the side at the taller alicorn. "Hiccups? Once we get to my brother, I'll have him get you something to drink."

Peter huffed, following the pair. "I doubt she needs _more_ to drink." Twilight shot him a glare, causing the stallion to sweat involuntarily, but after Cadance hiccuped and giggled, Peter raised his hoof defensively. "Hey. She got the party started early, not me." Twilight slowed her pace until she was next to her coltfriend, all while staring him down sternly. To ponies with some form of common sense, this was a tell-tell sign to ceasefire. Unfortunately, Peter was the idiot who ignored orders. "Well at least Cadance is a happy drunk- Ow!"

Needless to say, he had that one coming.

* * *

><p>Dinner went exceptionally well.<p>

It felt as if the meal had been prepared several weeks in advance. The salmon dish was boiled and tenderized to perfection. The potatoes were mashed with the greatest care, seasoned with a delicate balance of salt, pepper, vinegar, and margarine. Even the salad resembled a dish for the gods, decorated with an array of sliced tomatoes and pineapples. Cadance was modest with the glorious feat, admitting everything had been prepared throughout the course of the day. Understandably, after having slaved herself in the kitchen for so many hours, the alicorn felt obligated to open her bottle of vintage vodka.

It was a gift she received from a noble after her engagement with Shining Armor was announced. However, her husband didn't drink, and Cadance only had her share for special occasions, such as the honeymoon and her birthday. Several months later, and there was still more than half a bottle left as Cadance downed her third glass. Her alcohol tolerance had never been grand, two glasses usually enough to send the bubbly alicorn to the promise land. From the young mare's perspective, it was a shame to let anything good go to waste.

Cadance smiled widely at the young couple. "I'm so happy to see you two like this!" Cadance filled a small glass with vodka and offered it to Twilight. The younger alicorn initially declined, shaking her head. However, Cadance grinned. "Maybe you can tell how your experience was last night? A mare's first time is always the most memorable." She placed her hooves over her hot cheeks, cooing. "Two hearts joined as one. Oh, walk me through it, Twilight! It's so romantic! Just promise me you won't have foals too quickly! Teehee!"

Shining rolled his eyes. "You and Mom need to cut that out."

Twilight smiled involuntarily but inwardly panicked. Indeed she was quite amazed, the exact details still vibrant in her mind, but now was hardly the time to speak about such an occasion. It was a secret treasure, something meant to be kept between herself and Peter for the rest of their lives. However, Cadance was her childhood friend, the Princess of Love. These feelings were sacred, but Cadance would understand. Yet, the stern stare of her brother made it impossible for the young alicorn to think straight. She needed refuge. Her eyes wandered, landing on the glass on the table.

Without saying a word, Twilight seized her drink, sniffed it, and took a light sip. She cringed, struggling to take in its contents, but Cadance's grin gave inspiration, prompting the mare to finish the rest of her drink in a few quick gulps. That was nearly a mistake. Twilight's eyes shot open as she clutched at her throat.

Peter hastily reached across the table and retrieved a glass of water. "Here's a chaser! Drink!"

Twilight snatched the water from the table and downed it in an instant. Cadance giggled, offering Peter a fresh glass of vodka. Fortunately, Peter declined a drink, knowing there had to be a 'designated driver' of sorts. This calmed Shining, allowing the party to continue and Twilight a chance to thoroughly enjoy her first taste of vodka.

"It's strong, but…" Twilight paused, allowing the drink to fill her senses. The back of her throat burned, and soon after, the same sensation simmered in her stomach and remained intact for several moments. The heat in her face rose, evident by the pink glow in her cheeks, but Twilight giggled upon finishing the glass, placing it down on the table with her magic. "It's very refreshing." She brushed her hoof over her damp forehead. "And hot."

Peter, mouthful of potatoes, raised his brow as Twilight nuzzled into his side. "Well, I'm happy to see your alcohol tolerance is a little better than mine."

Chuckling, Shining levitated Peter's empty plate away from the table, all while caressing his wife's hoof with his own. "You _did_ mention you were a horrible drinker before. Had a bad experience, Parker?"

Peter closed his eyes and shook his head. "It's embarrassing. I had one drink at my aunt's party and got plastered. Unfortunately, a villain ran amok, and Spidey had to go into action." Sighing, the stallion scratched the back of his ear. "Needless to say, that was the most _awkward_ experience of my life." He used a great deal of emphasis on the word, blushing.

Shining dove into his mind, allowing his imagination to run rampant, and each scenario he came up with caused a smirk to form on the stoic stallion's face, much to Peter's dismay. He knew Shining's idea probably wasn't too far from the truth. Twilight passed herself a second glass of vodka, causing her brother to look at her worryingly, but Cadance nudged against him slightly before he could truly make a protest.

"Let Twilight have her fun, dear. We're adults here," the pink alicorn giggled, earning a defeated sigh from her husband. She leaned over until her lips clumsily fell over Shining's. The kiss was not the most graceful, but its meaning was just as sound, allowing Shining to smile despite having the taste of vodka in his mouth. Cadance's eyes widened at a belated realization. "Oh, Twilight! I have something to give you!" She staggered to a standing position and quickly waved her husband down the moment he prepared to join her. Cadance skipped out of the room, giggling all the way. "I'll be right back."

Peter shifted his position, lowering his body enough to retrieve one of Twilight's knapsacks. "I'd better get the game ready before the girls take one drink too many."

Suddenly, magical energy enveloped the knapsack. Shining chuckled. "Good idea, Parker. I'll set the game up."

Complying, Peter surrendered the knapsack to the taller stallion, who promptly took the blue box out of the main pocket and immediately began to organize the table to fit the game's setting. Twilight extended her glass to Peter, hovering it under his lip. He lowered his snout before taking a sniff, but the stallion grimaced, politely waving off the gesture. Twilight's grin seemed permanent. She was slow to down her glass of vodka, but with each sip the alicorn took, the wider her smile grew.

The temperature in her chest rose at the completion of her drink, and the vodka's warm effect spread throughout her body. Yet, Twilight couldn't be happier. Despite her steadily declining equilibrium, the mare snuggled into Peter, finding his solid frame a suitable balance beam and source of warmth. Her entire face was a hot shade of pink, the vodka's effect beginning to take form, but Twilight didn't care as she found it impossible to not stare at her handsome piece of stallion. A part of her mind wanted to chide her crude behavior, but it's voice was silent, muted by a rebellious tone.

"It's amazing. You can survive falls from skyscrapers and fights with dragons, but you can't stand a little- hic!- vodka?" Twilight mockingly added, blushing at her outburst. However, her giggling resurfaced, and the mare poked the tip of the stallion's muzzle with her hoof playfully. Her tongue was on the looser side. "I guess my knight _does_ have a weakness."

Peter smiled. "I have three: alcohol, it's like liquid fire, gym class- Hey. I'm a nerd, remember? And-" He was swift, capturing Twilight's lips in a passionate kiss. "...you, because you're the joy in my heart." Peter lately added, causing his mare to beam gleefully.

Shining narrowed his eyes and groaned, using his magic to quicken the game's preparations. Peter chuckled nervously, having caught wind to his friend's uneasiness and straightened his sitting position. While Shining _did_ hold Peter high in terms of mutual respect, he was still Twilight's big brother, and that simply meant to tread lightly and respectfully. Shining just had not fully adjusted to the changes in his little sister just yet. He would in time, so Shining hoped.

Cadance trotted back into the room with a small, black book following her magically. She levitated it over to Twilight, who managed to accept it with her own magic despite her tipsy demeanor. Her inner librarian gleamed, prompting the younger alicorn to dive into the book and gather a synopsis, but Twilight's face turned beet red, the temperature in her body skyrocketing to an all-time high. She yelped, letting out a high-pitched squeak. Everypony in the room stared at her as she slammed the book shut and threw it into the knapsack by her side.

"Your expression is- hic!- priceless!" Cadance giggled, clapping her hooves together. Peter and Shining rose their brow, wondering what just happened. Cadance winked at Twilight and did the same to Peter. "That book will come in handy for you two. As long as you both have an open mind, you'll never lose that passion."

Shining's nose scrunched. "Passion? What are you talking about?"

"Hang on," Peter whispered, reaching over Twilight to steal a glance at the book inside. "Let's see. **Pony Sutra: Ways to Please Your**-" It was Peter's turn to blush. His entire face burned. Not wanting to make a scene, or rather worsen it, Peter quietly zipped the knapsack shut. His widened hazel eyes met Twilight's stunned violet orbs. They remained seated together, although it was difficult for either pony to conjure a response. Peter managed, using every fiber of his restraint to avoid looking directly into Shining Armor's piercing glare. "Never mind. _This_ is the most awkward experience of my life."

Cadance patted her husband's shoulder. "They're so cute! They remind me of us when we were their age. So young and pure." She sighed dreamily. "Don't you agree, honey?"

Shining Armor shook his head, desperate to rid the images from his mind, both the murderous and the creepy. He shuddered, knowing an argument was impossible to make. With a defeated sigh, he uttered…

"I need a drink."

* * *

><p>After an embarrassing amount of time, Shining's nerves finally settled, and everypony was ready to begin the game. Peter shuffled through the game pieces, stack of paper, and sand timer before stealing a glance of his mare, who stared at the 'rocks' in her empty glass.<p>

"Okay, Twilight. You're on my team," he gently declared, earning a buzzed giggle from the alicorn.

Shining huffed, using his magic to retrieve a pen. "Fair enough. Is everypony familiar with the rules? Remember, we have to-"

"Of course she's on your team!" Cadance shrilled, not giving her husband a chance to finish. She waved her hoof and shook her head disapprovingly. "Let's do something different." Suddenly, a mischievous smirk formed on the mare's face before she disappeared in a flash of light and reappeared next to Twilight on the sofa. "Mares against stallions! Come on!"

Twilight nodded, cheerfully. "I like the sound of that."

Shining looked over at his teammate, his sister's annoying coltfriend. "Oh, _this_ will end well."

Peter shrugged his shoulders as he joined Shining on the other side of the table. "Hey, can you draw?" he whispered from the corner of his mouth.

"I'm the former captain of the Royal Guard. I have many talents, and drawing's one of them." Shining arched his brow. "How about you, Parker?"

"Well, no," Peter put rather bluntly.

It was the truth, mostly. On Earth, Peter could actually draw. This was how he was able to come up with the original design of his superhero costume and the blueprint for his web-shooters. However, in Equestria, he lost two of the most important things a (former human) artist needed: opposable thumbs. Granted, Peter knew he could find a way around that problem as a unicorn, but his magical skills were sorely lacking. The only reason he could write decently was because of the adhesive, sticky surface on the bottom of his hooves. That made 'grasping' pencils and pens a breeze, though to most it was physically impossible.

Peter sighed desolately. He was better off cooking, and he never cooked a day in his life.

"Too bad. This one's for you and that one's for Cadance," Shining grinned, handing both artists a different card. Peter grimaced, but his partner patted his shoulder reassuringly. "Oh, don't worry. She's practically drunk. You have the advantage."

Peter found a way to smile, his confidence on the rise. "Yeah, you're right. I totally forgot." The stallion leaned across the table and raised his pen high over his head. "Bring it, Cadance! This will be a snap!"

In a matter of seconds, Twilight successfully guessed her partner's drawing, a Hydra, but Shining was left to stare at Peter's pathetic portrayal of some rendition of a creature.

"What in the name is _that_ supposed to be, Parker?!" Shining snorted, looking at the drawing with disgust.

Peter raised his picture overhead, as if it were a trophy. "What do you mean? Isn't it obvious?!"

Shining shook his head profusely before poking at the blob that was supposed to resemble a drawing. "No! That's why I'm asking! It's looks like what Cadance drew, only so much worse!"

Taken aback, Peter furrowed his brow, shifting his hazel gaze between Twilight's brother and his drawing. "What, a Hydra?! Did you leave your glasses in another castle? This is a dog!"

"A _dog_?" Twilight and Cadance blurted out in disbelief, unknowingly crushing any confidence Peter had stored within to dust.

Cadance peeked over to get a better view and tilted her head. "Oh, I see it now. The shape of the head is really cute!"

Sighing, Peter lowered his head. "That's the tail."

Shining smugly grinned. "Maybe my wife can draw a dog for you, Parker?"

Peter crumbled the paper and tossed it behind his shoulder. "Forget the dog!"

Over the course of an hour, the girls were ahead by an immeasurable margin. In fact, they had already claimed twice and surrendered near the end of the third, mainly out of pity. Twilight found Cadance's sketches endearing and commented often, all the while Peter's pile of crumpled papers grew behind him to the size of a three-hoof high mountain. Shining failed to mention his wife was a member of the Art Honor Society in high school, meaning the Amazing Spider-Mane never stood a chance in the first place. Shining patted his saddened partner over the shoulder, bearing a cheeky grin as he did so.

The game was over, but Cadance finished putting the final touches to an extra drawing she worked on over the course of time. It was a rough sketch of Peter and Twilight in the wilderness. The stallion was in costume but without his mask, and Twilight was without her wings, indicating this took place before her transformation to an alicorn. With his hoof over Twilight's shoulder, Peter synced his lips with his mare's under the starlit sky in neat detail. Despite the lack of shading, the picture practically jumped off the page.

Twilight's cheeks burned immensely as she marveled over her sister-in-law's drawing. "Cadance! That is amazing!"

Cadance smiled modestly. "Thank you. I've had a lot of spare time to practice."

"It's a nice picture, but why do I have a feeling you've been thinking about this for a while?" Shining sarcastically remarked, earning a downtrodden moan from Peter, who sulked with his head down on the table. Shining groaned. "Oh, come on. I said I was sorry."

Twilight brushed her hooves together shyly, shifting her gaze to the ground. "Hey, Cadance. Do you think it's okay if I can… keep that picture?" A warm smile crept onto her face. "I had no idea we looked so beautiful together."

Using her magic, Cadance lifted the picture from the table and levitated it to Twilight. "Of course you can have it! I'm happy you like it this much."

Twilight handled the sketch with care, gently placing it in a folder before sliding it into her knapsack.

Once the deed had been done, Cadance sobered. "Twilight, what you and Peter have is special. I can see you're starting to understand how cherishable your love is. If you ever need help figuring things out, don't shut Peter out. Talk to him, but if you need a girl's touch, I'm here for you." Pausing to hiccup, the alicorn nuzzled her head against Twilight's to share an embrace. She whispered into her ear. "Inside the book I gave you are two tickets for a free dinner and stay-in at the Rose Diner in Manehattan. It's about time you two have a real date."

Cadance pulled away and winked. "Whenever you decide to go, let me know how things fair. You can give Peter that surprise we talked about then, too."

Peter checked the clock on the wall after a few minutes. "It's getting late. We should head home." He stood up, gathering the pieces to the game. Once everything had been collected and stored in his knapsacks, Peter stood up with the bags strapped around his shoulders. "Let's do this again soon. Next time I'll choose the game."

Twilight tried to stand as well, but the vodka had plummeted into her legs, making any and all movement a violent gamble. Before she had a chance to topple onto the floor, or worse, into the solid marble table, her knight caught her. In one swift motion, she was thrown into his hooves and cradled gently as Peter stood upright on his two hind legs. Twilight involuntarily squeaked at the gesture, but she quickly melted into it, burying her face into the crook of her stallion's neck.

She blushed, waving at her brother and sister-in-law. "Thanks for having us!"

Cadance giggled. "Thanks for coming. You two look beautiful." Shining shot her a dirty look at 'beautiful'.

Twilight's horn glowed with energy. She was tipsy, borderline drunk, but the alicorn still had the wherewithal to perform a teleportation spell. However, before they departed, Shining Armor cleared his throat.

"Parker." Silence descended after his words, but Shining Armor's smile reached their spirits. "I'm counting on you to take care of my sister." Despite his smile, the stallion glared. "You know I'll find you if anything happens to her."

The energy surrounding their bodies spread, creating a small breeze. Peter grinned. "Don't worry, Shining. I'll kick myself in the butt before anything happens to Twilight."

Both stallions shared a mutual nod of respect before the younger couple disappeared in a flash of light.

Cadance gave Shining a sly look. She made it her goal to read her husband like a book, and sadly, she was pretty good at that job. "Admit it. You like him," she smiled, nudging the stallion's side.

Shining closed his eyes. "If I told you anything, you'd tell my sister, and she would never let me live it down." This made Cadance laugh. Shining started to move out of the living room. He paused, giving his wife a cautious gaze. "That joke about foals. Twilight isn't pregnant, is she?"

Cadance waved her hoof. "Of course not! They just got started. I simply gave them a means to maintain that spark and-"

Shuddering, Shining trotted out of the room, resisting the urge to gag on the spot. "Forget I asked."

* * *

><p><em>Fifteen Days Remain<em>

"-up!"

Peter rolled over, ignoring the voice that reached out to him.

"Peter! Wake up!" Spike pleaded, hopping in place.

Eventually, the stallion rose but with no enthusiasm. He hissed at the sight of daybreak through the window and groaned once his eyes fell on the clock across the room, which read 6:30 A.M.

Slamming his hoof over his forehead, Peter frowned at the baby dragon. "Spike, please tell me there's a good reason why you're waking me before dawn. I don't need a Twilight version 2.0 in my life right now." Turning his back to Spike, Peter tightened his grip on his blanket, and an exasperated groan escaped from the stallion's mouth as he spotted his mare was still sound asleep next to him. Admittedly, she probably would have been awake by now, but the vodka in her system prevented her from attempting such a thing. His head fell into the marshmallow-like pillow. "Oh, come on, Spike. Twilight's not even up yet. Come back after dawn or noon. Either's fine, but I'd like the latter."

"Twilight's crown has been stolen!" Spike yelped.

This didn't seem to phase Peter, at least not that much. He shrugged. "What's the big deal about a crown?" He slammed the pillow over his head. "Girls and their jewelry, I swear." Suddenly, as if reality had struck him in the face, Peter shot up from his bed with his eyes as wide as saucers. "Wait. You mean Twilight's Element of Harmony crown?!" Rejuvenated, the stallion hopped from the bed, not caring he was still in his black pajamas. "What are we waiting for? Let's go!"

"Well, the thing is," Spike hesitated, biting down on his lip. "Princess Celestia knows where the thief went. She jumped through a portal."

Peter was pacing at this point. "A portal? A portal to where?"

Spike's green eyes filled with worry. "Your home."

"What did you say?" Peter snapped, his ears perked. He stepped forward and lowered his head until his glaring eyes were only inches from the baby dragon's soft ones. "Spike! What did you just say?!"

Spike swallowed. "The thief is on Earth!"

"On Earth?!" Peter blurted off, snatching the baby dragon from the ground. "How do you know this?! How is that possible?!"

_'Spider-Man.'_

Peter's ears perked at the sound of a woman's voice within his head. His path would become obscure, thick clouds of smoke surrounding the stallion's being and spreading across the room. Thick strands of webbing fell across the wall, and Peter peeked at his hooves, sharing a befuddled look with Spike. His gaze shifted through the bizarre change of scenery, but Peter yelped the moment he caught sight of an older woman perched in an unusually large seat. The red blindfold over her eyes matched her silk dress, which covered her feet and trailed along the floor.

Recognizing the spider insignia over her chest, Peter muttered out, "Madame Web?"

Spike tilted his head to the side. "You know who this is?" The baby dragon held his claws out defensively and shook his head. "She just appeared in my head and told me what happened. Then, she told me to come find you. I thought I was going crazy."

"She does that. Too much," Peter sarcastically replied, glaring at the older woman. "Plus, whenever M-Dubs shows up, nothing good ever happens. I would ask you a lot of questions, but since you're a mind-reader, that'd be redundant on my part."

"I am happy to see you as well, Spider-Man," she stoically answered, her posture unchanged. She held her hand out, allowing a small orb of energy to form in her palm. Before anypony could react, the energy spread and seeped into Peter's, Spike's, and Twilight's body, who remained lost in her slumber. "The three of you are needed. I will explain things to you shortly, but it is time for you to return to Earth." That same moment, all three individuals vanished in a flash of light despite Peter's protests.

Madame Web glanced off to the side. "Celestia. I shall watch over them."

Celestia appeared with the morphed surroundings, her form matching that of one born from the astral plane. "Thank you, Cassandra." Her gaze fell to the ground. "Peter has been with us for nearly three months now. We believed the prophecy regarding Peter's death might have changed or diminished when you sent him to Equestria, but Twilight has been getting visions as of late." Celestia shook her head. "We haven't stopped the prophecy. We've only altered it."

Cassandra's posture remained firm. "We have. Peter's chances for survival are greater than they were, but we must not dwell on that just yet. He and Twilight Sparkle must retrieve the crown first."

"He'll have no idea he's been away from Earth for over four years." Celestia frowned. "I know Twilight and Spike will be fine under Peter's care, but you must send them back in two days, otherwise the link between our dimensions will close for another twenty cycles."

Madame Web nodded. "Two days on Equestria are thirty-two for Earth. I promise they will return home in good time. They will be in the care of our world's greatest sorcerer, Doctor Strange."

"Osborn is growing too powerful. If he could influence Sunset Shimmer from afar, I hate to imagine what he could do within our dimensional plane."

Cassandra nodded. "Indeed. This is only a trial, not only for Spider-Man but young Twilight Sparkle. It will take considerable effort for them to retrieve the Element of Magic and rescue your former student." Her image dissipated, fading from sight, and this caused the surrounding environment to return to normal. Cassandra's voice could still be heard, as if she were physically in the room. _'If they are not ready, reality as we know it will cease to be.'_


	43. Homecoming, Part I

_**Chapter Forty-Three "Homecoming, Part I"**_

_Fifteen Days Remain (Equestria) - Thirty-Two Days Remain (Earth)_

Twilight fluttered her eyes open, only to immediately slam them shut. The young mare groaned, pulsating throbs coursing through her cranium making it difficult to process thought. The bottom of her stomach tightened, but Twilight fought back the contents that threatened to rise out of her mouth. The events of the previous night played back throughout her mind, adding to the migraine the mare already bore.

Twilight whimpered. '_Now those three glasses of vodka seem like a horrible idea.'_

Peter had warned her of the side effects of a hangover: a headache, sensitivity to light, and the urge to throw up badly. Twilight whimpered as she felt all three of the symptoms simultaneously. Even with her eyes closed, the light violated her eyelids, forcing Twilight to use her hoof as a makeshift shield against its brightness. However, her eyes shot open at a horrid realization. She held her 'hoof' inches from her face, stammering wildly at its bizarre appearance. Five digits stuck out, each bending and fidgeting in reaction to her thoughts.

Twilight snatched her other hoof from under the bedsheets and raised it next to her morphed body part, but the mare quickly discovered it shared the same effects, bearing the five new digits. Her mind raced out of control, struggling to take in the facts, but Twilight's concentration crumbled as she discovered her hooves weren't the only parts of her body that underwent a transformation. The color of her fur was different, no longer violet but a shade of chocolate brown.

Twilight furrowed her brow before running the base of her morphed hoof over her arm. She forced herself to stifle an unhinged giggle, finding her body smooth, soft, and sensitive. A high-pitched yelp escaped from the mare; She was furless now, too! In her panic, Twilight clumsily tossed her bedsheets to the side, exposing her body, and much to her dismay, the oddities had consumed her fully. Her lower hooves each had five weird-looking toes, like Spike had, but without the scales or claws.

All of her fur was gone, save for a rather large pair of black, silk pajamas. Though she was anything but, she felt naked in a sense, and wondered /who/ could have put them on her. It certainly made up for her lack of fur, but Twilight's 'hooves' traveled over her head at the fear her mane was gone as well. Fortunately, as the mare slid her digits through her hair and clutched at its strands, she sighed, appreciative for being granted the mercy of having at least one part of her body remain the same, with it reaching her lower shoulders. Yet, something was amiss.

Twilight brushed her mane back several times, each swipe growing more frantic, but at the lack of discovering a protrusion, the princess felt her heart stop. Her horn was missing, too! Perspiration formed on her forehead. What in Equestria could have caused so many deformities to surface at once? Perhaps the vodka had altered her mind more than she thought. Twilight's gaze fell, landing on the two small lumps that rose over her chest under her shirt. This was too much to take in at once. This was a mutation of sorts. She had things growing out of her chest and hooves.

Her fur was gone. Her horn was missing, and considering she didn't feel anything on her back, it was safe to assume her wings and tail had disappeared as well. This wasn't a hallucination; It was a _nightmare_.

Twilight attempted to stand from her position, but she confused the muscles in her limbs and tumbled over the edge of the bed, landing on the back of her skull. Were she not buried so deep in her building hysteria, Twilight might have felt _some _pain. She forced herself to stand, only to fall flat on her face. Her body's sense of balance was horribly disrupted, making walking a tough task in itself. Twilight bit down on her lip. This was the final straw. With so much happening at once, there was only one rational course of action the young girl could take.

Twilight screamed at the top of her lungs. "_No-!" _The door to the room flew open, and a bipedal creature came sprinting inside, quickly approaching the transformed mare. Twilight raised her hands defensively, unaware of the violet magical energy emitted from them and her entire body. "Stay away!" she screamed, eyes flashing with violet light. The energy shot out from her mutated hooves, slammed into the creature, and knocked him through a wall. Twilight shrieked at the destruction left in her wake, gaze flying to her hands in disbelief. "My magic! But how, without my horn?"

"Twilight?" a voice called out from behind the newly-formed hole in the wall.

'_That voice! It sounds deeper, but…!'_ Twilight peeped, her eyes widening. She tried her best to stand upright, but her upper body teetered to the side, leaving the girl to stumble onto the bed. Her sight remained on the hole in the wall. She still had no idea who it was she blasted a moment ago, but evident by the relieved smile on her face, she knew who the voice belonged to. "Spike? Please tell me that's you! What's going on?"

"Yeah, it's me, but…" Spike paused, waiting a few seconds before continuing, "I don't want you to see me right now. It's complicated, but Peter can explain everything to you."

Twilight furrowed her brow at her friend's hesitant tone, but her mind felt a twinge of comfort at her mention of her lover's name. "Peter's here, too? Where is he? Who was that… human that ran in here? Is it all right?"

"Right here, putting his spine back into place," Peter groaned, causing Twilight to lean near the edge of the bed, but her mouth fell agape once her knight reached the hole in the wall and stepped into the room. He was bipedal, furless with a skin tone more tanned than Twilight's. However, she recognized his unkempt, chocolate brown mane and hazel irises as he drew closer, but before Twilight could question the creature about his identity, he sat down on a free space on the bed and called out to her. "I'm sorry, Twilight. I didn't mean to leave you alone. I can't blame you for being scared." His lips curled into a smile. "It's me, Twilight."

Twilight inhaled sharply, placing a hand over the tightening knot in her chest. Like herself, his appearance had changed, but her feelings for Peter remained the same, firm and strong. Her ears rang with bliss, recognizing the gentle voice of her lover. Although it was clumsy, Twilight managed to wrap her arms around Peter's neck. The young man held his poise, keeping the girl from shifting their balance over the side of the bed, but with an opening, Peter pressed his lips into Twilight's. She yelped inside of his mouth, but her eyes glazed over as her body melted into the kiss.

Any questions Twilight had were thrust away, her heart knowing this was in fact Peter, her knight and lover.

Peter grinned before grimacing, placing his hand over the lower half of his back. "You pack a serious punch, Twilight. I'm just glad Spike managed to calm you down before you knocked me through another wall." The young man chuckled nervously, recoiling as another piece of the wall fell to the floor. "I hope Strange has some insurance on this place."

A pink flush stained Twilight's face. "Wait! That was you?!" She shook her head, shifting her gaze between Peter and the hole in the wall. Reaching out, Twilight placed her hands over Peter's, but her fingers were stiff, afraid to budge an inch. "I'm so sorry, Peter! I didn't mean to hurt you!" The longer she stared at the wall, the larger it grew in her mind, adding to her heavy rush of guilt. "I'm _really _sorry!"

"Whoa, Twilight! It's fine! You know I've had worse. Just remind me to never forget your birthday or our anniversary," Peter chuckled, turning his wrists so that Twilight's hands rested firmly on his palms.

He took hold of them, caressing the top of the girl's hand with his thumbs. Twilight's mind grew fuzzy. She was always susceptible to Peter's touch, but without fur, Twilight felt her skin tingle more than usual, goosebumps forming over her arms and the areas her lover graced with his touch. The heat in her face rose as Peter leaned closer until his face was only inches from Twilight's.

After a moment of silence, the young man pulled back and chuckled, all while gently squeezing the girl's hands. "I was right about one thing. No matter what world I'm in, you're the most beautiful thing in it." He sobered, his saddened gaze falling to the ground. "I just wish we came to Earth for a better reason."

"Earth?! Then I-!" Twilight blurted out, freeing her hands to gaze upon them and the rest of her body before settling her stunned expression on Peter. "I'm a human now, too? Just like you?" Once Peter nodded, the girl placed her hand over her eyes and resisted the urge to faint. Peter took the opportunity and sat closer to Twilight, placing his arm around her shoulder, but her gaze remained locked on her extended hand, particularly the digits attached to them. "Just... how? How did we get here?" Twilight clutched Peter tightly, burying her face in his chest. "_Why _are we here?"

Peter patted Twilight's shoulders assuringly. "Quite a bit has happened since we fell asleep last night. I'm still not completely sure about what's going on, but I _can_ tell you we're in the Sanctum Sanctorum, home of Doctor Strange. He's the most powerful sorcerer on Earth and a good friend of mine. He's partially responsible for us being here, but Madame Web's really to blame, I think." Irritation poured from his voice. Clearing his throat, Peter gave his lover a smile, albeit a very forced one. "I wanted to make sure you were awake and fully recovered from your hangover before Strange explains everything to us."

As if a late realization crept into his mind, Peter glanced at the hole in the wall before directing his gaze back to the girl by his side. "Okay. You know how the two of us transformed into humans?" Peter scratched the back of his head. "Well, Spike's changed, too. A lot."

Twilight tilted her head to the side. "That explains why he doesn't want to come in here, but what did he change into? Is Spike a human, too?"

A short burst of laughter escaped from Peter. "Not at all. Not even close. I think it'd be better if you just see him." Standing from the bed, he made his way to the hole, peeked outside, and motion his hand to someone. "Come on, Spike. Twilight won't bite."

"I don't know. She blasted _you _through a wall. There's no telling what she might do to me," Spike nervously declared. "Just don't freak out again, Twilight."

Peter took a step back into the room, chuckling. "Hey. You don't annoy her nearly as much as me, so I think you're safe."

The entire room fell silent for several seconds before Spike's defeated sigh echoed from the hallway. His body was the size of a large carriage, with a long neck and tail, but it was graceful, sinuous and sleek, with hard, shiny scales gleaming in the light. Light purple, leathery wings were tightly shut on his back, but when spread, they touched the sides of the spacious room without even unfurling fully.

His scales were the same colors, purple and green, accompanied with a yellow underbelly, but his size was daunting, the once baby dragon now standing nearly twice the height of Peter. His added height came from his longer neck and legs. The trunk of his body was the size of a large carriage, but his weight was deceivingly light, evident by the lack of tremors in his footsteps. This meant his body was made for flying, something Spike had no experience with. The claws on his hands and feet, along with his teeth and green protrusions on his body, were razor sharp, seemingly capable of slicing through rock.

Initially, seeing a dragon like this would have sent Twilight into a panic, but all she saw was an inflated version of her first friend. Once Spike reached her position, he stepped back and looked at the ground shamefully. Fortunately, Twilight hugged his nose, prompting the dragon to respond with a warm embrace of his own.

Spike smiled. Nothing had changed, but he held her gently, careful not to use excessive force. It was easy to not only crush the tiny girl but impale her on the spines on his body as well. Despite his altered size and fearsome appearance, he was still a baby dragon at heart.

They parted, allowing Twilight to stare at the dragon in amazement. "Oh, my stars! Spike, you're huge!"

Peter stepped over and shrugged his shoulders. "Tell me about it! The little guy just had the biggest growth spurt in history." Chuckling, he playfully elbowed the dragon's leg. "And you thought I was being silly when I told you to drink plenty of milk."

With a closed fist over her mouth, Twilight furrowed her brow. "How is this possible? We changed completely but Spike didn't."

Peter took his place by Twilight's side and wrapped his arm around her shoulder. "Strange explained that to me. At first I thought it was Madame Web who summoned us here, but it was actually Doctor Strange who did it. He had to create shadow constructs of our bodies, tied our spirits to them, and allowed us to exist. He didn't shape our bodies- our spirits did that. He only assured we took the forms of humans."

Twilight's eyes widened. "He was able to do that? His magic must be very powerful. It sounds like I can learn from him." She tilted her head to the side. "But wait. If he gave you and me the form of humans, why didn't he do the same for Spike?"

Peter raised his index finger. "I guess you could say this is an echo of Spike's true self or what he'll grow up to be."

Spike shook his head disapprovingly. "I still don't agree with him. I'm going to be a monster when I grow up." His voice choked as he raised his claws inches from his face.

Taken aback, Twilight placed her hand over her chest, and Peter frowned, both sharing a saddened gaze with each other. Twilight spoke up first. "Everypony grows up, Spike. You will, too."

Folding his arms over his chest, Peter nodded. "Yeah. You will grow up, but it's up to you to decide what kind of person you'll become. If you become a monster, it'll be because you _want _to be, but I know that's not the case with you. To me and Twilight, you may be larger than us, but you'll always be our little brother."

Spike raised his head, his eyes rather moist. "R-Really?"

Twilight smiled. "Of course. You've always been noble, Spike. There's no shame in growing up. You will, eventually, but when you do, you'll be the same gentle dragon that I know and love."

Peter's smile remained intact as he patted the dragon over the top of his head. "She's right. Nobody's perfect, little bro. Everybody makes mistakes. You resist temptation every day, and you're stronger than you realize." He grinned, prompting Twilight to do the same. They held the dragon closely, Peter patting the side of his head while Twilight wrapped her arms around his neck in an embrace. "We couldn't be prouder of you, little bro."

Spike nodded, brushing his claw over his face. Peter wrapped his arm back around Twilight's shoulder. He pulled the girl closer, as if protecting her from the outside world. Though they were nearly the same height in pony form, with only a couple of inches of difference, Twilight's head came to Peter's shoulders in their human forms, making the girl rather short in comparison to her lover. Yet, she didn't mind this change. Smiling inwardly, Twilight allowed Peter's warmth to engulf her.

The young man grinned, turning his gaze toward the ceiling. "I know what you're going through, Twilight. It wasn't that long ago when I first turned into a pony." He kissed the girl over the crown of her head, causing her cheeks to burn brightly. She peeked up, staring lovingly into her boyfriend's eyes. He, in turn, smiled warmly. "You helped me then. I'll do the same for you now."

"Oh, Peter. You're so sweet," Twilight cooed before giving the young man a brief yet affectionate kiss. "We're in another world, but you're right here, looking out for me. Where would I be without you?"

Spike groaned, bringing his claw over his face. "You two are going to make me hurl."

Suddenly, small traces of energy engulfed every shard of stone and rubble from the wall Peter and Twilight demolished. They levitated from the ground and floated back toward the hole in the wall. Like pieces to a jigsaw puzzle, the pieces of rubble formed together. The cracks remained, but that same energy burned brightly before dissipating, in turn erasing any evidence of damage. Twilight attempted to stand, only to fall back into the waiting arms of Peter.

Before anyone could react, an individual appeared a few feet from their position in a flash of light, floating in a sitting position with his legs crossed and a crimson cape flapping behind his blue coat. The man opened his grey eyes and smiled at the trio, rubbing one of his yellow-gloved hands through the white strands in his jet-black hair.

The man laughed lightly. "Well, I had a suspicion you would be restless, but the last thing I expected was for you to blow a man-sized hole in the wall of my home."

Spike gulped, raising his large claw over Twilight's tiny frame. "_She_ did it."

As Twilight giggled sheepishly, Peter shook his head. "No, it's my fault, Doc. I stepped out for a moment to grab Twilight some water. I didn't think she would wake up so soon." He tightened his grip on her shoulders. "Look at it from _her _view. You wake up with a hangover and everything's gone wacko-jacko. _You_ try acting normally."

With a smirk, the man calmly shook his head. "The last thing I'm worried about is property damage, my friend. The mystic arts make repairs quite easy. I'm more surprised your girlfriend was capable of conjuring magic potent enough to shatter a magically reinforced wall."

Peter smiled. "I'm a kidder at heart, but I wasn't joking about Twilight. She was born in a world full of magic, and she's one of the most powerful magic users there. I guess you can say Twilight's a prodigy there."

Twilight glanced away, a pink flush forming in her cheeks. "Don't talk like that, Peter." Ignoring her embarrassment, the girl directed her gaze to the man floating from the ground. "I take it you're Doctor Strange?" Once he nodded, Twilight smiled weakly. "Peter told me you know what's going on. Would you please give us an explanation? Why are we on Earth?"

"And how is Madame Web involved?" Peter asked, his irritation evident in his voice.

"So many questions. Fortunately, I have some answers," Strange replied, flicking his wrist. The door opened and allowed the man to float outside. "Follow me to the lobby. All will be explained soon enough."

* * *

><p>Osborn's blank yellow eyes shot open. His large, green form sat in a stone seat in the midst of a room. Others were present, remaining silent out of fear and respect of the self-proclaimed god.<p>

A wicked, fanged smile formed on the Goblin's face. "Ah, there you are, Parker."

He turned to his side just as an individual appeared in a bright flash of light. Her skin was fair, and her hair, which came down to her shoulders, was a perfect mixture of crimson and yellow streaks. She wore a simple, black leather jacket over a violet shirt, an insignia of a sun placed over her chest, and a matching orange skirt with a violet streak on the side. Her black boots matched her entire attire, bearing a violet flame at the toe. The crown on her head was golden, a beautiful violet gem placed at the center.

Extending her hand, she offered him a small, crystal heart. "Here's our friend, as you requested. Shall I free him?"

The Goblin took the heart into his hand, smiling as a pair of crimson irises glared at him intently from within the gem. "Not quite yet. We will let him get his exercise in good time."

Her bright cyan eyes widened, darkening to a shade of black momentarily. "Master. Is it time for us to begin our takeover then?"

Osborn nodded. "Yes. Like a moth to the flame, Spider-Man came to retrieve the crown of his princess. How noble yet so foolish." Standing from his seat, he turned to the countless followers bathed in the shadows. "Now we draw him out of hiding. Sunset Shimmer. Prepare our forces." His smile grew in width, "We will attack the SHIELD helicarrier tomorrow night. It is time the world feels the wrath of god."

* * *

><p>Doctor Strange had only gone over a few of the details, but Peter sat with his head lowered and fingers clenched into his unkempt hair. Twilight placed her hand over his knee, giving it a reassuring squeeze with her still-unfamiliar fingers. Peter shook his head, attempting to accept the truth, but it was difficult, even for one who participated in unbelievable feats regularly.<p>

"I can't believe it. Four years," he murmured, placing his hand over Twilight's. "I've been in Equestria for about three months. How did that much time pass?"

Twilight frowned, her eyes filled with empathy. "I guess time goes by faster in this dimension. Four years seems like a lot, but it could be much, _much_ worse. Think about what it would be like if it was four hundred years? At least most of the pon...uh...people you cared about should still be around, right?"

"I… hope so," Peter muttered, his voice hanging near silence for ages.

Strange nodded. "You are quite perceptive, my dear. I sensed a magical anomaly a week ago, but it disappeared before I could hope to trace it. That same day, Madame Web reached me telepathically and informed me of the situation. She knew of the thief's identity and their accomplice. The good madame also told me of your whereabouts, Spider-Man."

The sorcerer managed to smile. "This entire time, the world believed you had given up and retired. Others, including myself, thought you had been killed. It pleases me to learn that neither accusation was true. You were summoned to a different dimension and made quite a name for yourself. A knight to a beautiful princess? It truly worked out well for you."

After a few moments, Peter managed to return Strange's smile with one of his own. "Yeah, I'm lucky to have met Twilight. She's easily the best thing I have ever had in my life." He tightened his grip on her hand, adding to the genuine warmth the girl felt. Peter's smile soon faded as a stern frown took its place. "Strange. The reason I've been gone is because Madame Web gave Twilight a spell book to summon me there. She _knows _what's going on, but she refuses to tell me _anything_. The whole time I thought I was _stuck_ in Equestria. Did she pull me back here? Or was it you?"

"I'm sorry. The good madame was cryptic and only provided _some _answers," Strange responded, shaking his head.

Peter snorted. "Typical."

Strange inhaled deeply before releasing his breath. "I was the one who summoned you back to Earth. It was per Madame Web's request." The sorcerer extended his hand as it glowed with energy, and in response, Peter's body emitted a bright, yellow glow. "The incantation Madame Web performed on you is a binding spell. Once Miss Twilight performed the summoning spell, your body and essence attached themselves to Twilight's spirit. In turn, a piece of her spirit fused with your own, and the connection was solidified."

Strange lowered his hands and the glow around Peter dissipated. "Simply put: you are forever bound to remain in Equestria as long as Twilight's spirit remains there. I sense she has very powerful connections to several individuals in that world. The same applies to you as well, Spider-Man. If you were to try to leave on your own, your body and spirit would immediately dissipate and return to Equestria. The only way I managed to bring you here was to fuse a temporary counter spell with your magical essence to keep you from teleporting back prematurely."

Twilight furrowed her brow. "Connections. You must mean the bond I share with my friends, the other bearers of the Elements of Harmony. They hold a power similar to mine. They're connected to me through the most powerful artifacts on the planet. When we're together, we can use the power of the Elements of Harmony, a great magic that can drive away evil." She smiled. "We've been connected since we were fillies. Without them, I wouldn't be where I am now."

Strange brushed his hand over his goatee. "That certainly answers my questions. Since Peter has formed an inseparable bond with you, your fates are forever linked." The older man cleared his throat. "Anyway, I must warn you. The spell will only last as long as the dimensional gate between Earth and Equestria remains open. Should it close and you're not returned within thirty-two days, the bonds tethering you to Equestria that are keeping you alive will be severed, and you'll fade from existence."

Spike lowered his massive head over the couch, just inches from the couple. "Wait! So Peter will disappear forever if we don't find the crown in time?!"

Strange nodded. "Yes, he will, but if time draws too close, I will send him back before he can disappear."

Peter folded his arms. "So I _am _stuck in Equestria? A few months ago, I would have been seriously ticked she did something like that without my consent, but I can't really get mad at Madame Web, not when I have Twilight and the others in my life now." He leaned forward in his seat. "That still doesn't excuse what she is doing. It's like she's my puppeteer, and she's pulling my strings." Exhaling, Peter knew he was going in circles and waved his hand dismissively. "Anyway, it doesn't matter. Let's focus on getting Twilight's crown back. It's very important to Equestria, and it wouldn't bode well if we failed to get it back."

Using her magic, Twilight held a glass of salt water in midair. She was not quite ready to use her fingers yet. Fortunately, her magic capabilities and mechanics remained the same, through concentration and will power. Twilight took a sip out of her glass, but her fingers twitched, sending a wave of energy out. The glass teetered over and poured its contents over the girl's face and upper body, soaking the silk pajama shirt she wore.

Exasperated, Twilight whined as she blankly stared at the digits on her hands. "It feels like I have tentacles on my hooves."

"I've seen enough hentai to know where _this _is- Ow!" Peter snickered before Twilight's open palm slapped him over the back of the head.

Strange raised his brow as Twilight aimed to strike Peter a second time. "I see _that _hasn't changed about you, Spider-Man. My sympathies, Miss Twilight."

Twilight tuned out Spike's laughter long enough to avert her gaze to the sorcerer. "We're wasting time. Please, Doctor Strange. Madame Web told you who stole my crown?" Her eyes widened once Peter offered her a dry cloth. Twilight accepted the gift with a smile. Despite her lover's annoying tendencies, he knew just how to swoon the girl without even trying. Shaking her head, Twilight shifted her attention back to Strange, unaware her free hand instinctively found its way back into Peter's warm and gentle grip. "What's their name, and who are they working for?"

Gathering his thoughts, Strange took a moment to answer. "Sunset Shimmer. I'm not familiar with her, but I've heard of her master. She's working for Norman Osborn, the Green Goblin."

"Sunset Shimmer…" Twilight murmured, her brow furrowing before her eyes shot open at a realization. "Wait! I know that name. Sunset Shimmer was Princess Celestia's former apprentice before she accepted me as her student."

Peter rested his chin in his palm. "You said 'former'. Did something happen between Shimmer and Celestia?"

Twilight turned to pet Spike, her tiny hand caressing the crown of the dragon while avoiding the spikes scattered about. "I was only a filly and Spike was just a hatchling when I became Princess Celestia's pupil. Nopony- I mean nobody- really talked about Shimmer, but I have heard rumors from the professors at Canterlot's School for Gifted Unicorns." She placed her hand over her knees, clutching at the silk until it wrinkled. "Sunset was very gifted, said to be quite powerful, but she was aggressive, arrogant, and confrontational. From what I heard, she and Princess Celestia argued a lot."

Spike tapped his claw against the hardwood floor, scratching away the polished surface with ease. "This might be Sunset Shimmer's way of getting back at Princess Celestia."

"Maybe," Twilight hesitantly muttered, raising one hand defensively, "but Osborn _does _have Discord's powers. He could be using his powers of influence to control Shimmer. This might explain why Sunset was able to leap across dimensions like this. Discord was able to do so in a weakened state. This means Osborn-"

"-has proper control over Discord's powers," Peter stated, earning an affirming nod from Twilight. "It doesn't make sense though. If he could use that ability, why didn't he come to Equestria himself? Discord made it clear that Osborn wants me dead." Running a hand through his unkempt hair, Peter grumbled, but his expression brightened, as if his mind came across a logical solution. "Unless he couldn't fully make the leap himself. It was Discord's spirit that traveled from Equestria to Earth. Spirits are able to leap across dimensions a lot easier than physical bodies. That wouldn't stop him from doing what Twilight did: summon someone."

Tilting his head to the side, Spike stared at the couple. "What are you two getting at?"

Twilight shared a glance with Peter before turning to face Spike. "There are several possibilities, but a couple of theories come into mind. First, Osborn could have met with Sunset Shimmer and made a bargain with her to lure Peter away from Equestria. She stole my crown, and we came right after her." She shrugged, shaking her head. "Second, Osborn could have possessed Shimmer and made her steal the crown against her will. Under his influence, she wouldn't know what she was doing. That probably allowed Osborn to perform a summoning spell on Shimmer. They're only theories, but…"

Peter placed his hand over Twilight's shoulder. "They're both pretty solid theories, but we won't know anything for sure until we find Osborn or Shimmer." The trio shared a nod with each other before Peter forced himself back to a vertical base and faced the sorcerer. "So, Doc. You have an idea where those two could be?"

"Sadly, I do not. No one has heard from Norman Osborn for over three years after he attacked several of his cohorts. I assume he's hiding in a bunker with magical and radio frequency shielding. It would explain why no one has been able to pick up on his movements," Strange replied, not taking his eyes off of the young man.

Before the group could accept a temporary defeat, the sorcerer held out his hand, allowing his magical energy to take the form of a violet orb over his palm.

"Do not fear, my friends. From what I gathered, the crown which you seek has the exact same magical signature as Miss Twilight's spirit. With some time, I can create a tracking spell, but I'm afraid Twilight will be the only one who can use it."

Twilight placed a hand on her arm, smiling. "You can really do that?"

Strange smirked, levitating the orb from his possession over to the young girl. "It is a small feat for the Sorcerer Supreme, my dear." The energy faded, trailing into Twilight's body. Afterwards, he gazed toward Peter. "Under normal circumstances, this would only take seconds or minutes to complete, but my energy's being expended, keeping the portal between Earth and Equestria open. I'm required to rest every few hours, but I can guarantee the spell will be ready tomorrow night. Are you fine with this, Spider-Man?"

Peter nodded, giving the sorcerer a thumbs-up approval. "That's perfect. It'll give Twilight and Spike some time to get used to their new bodies." Placing his hands on his hips, the young man huffed outwardly. "Plus, all of our stuff is back in Equestria. I'll have to make a new pair of web-shooters while we wait for you to complete that tracking spell." His hazel irises widened at a belated realization. "Hey, Doc. I need another favor."

Strange raised his brow at the suddenness of the request. "What is it?"

Peter offered his hand to Twilight, who politely accepted the gesture. "Twilight's a fast learner, and I have a feeling she'll be out on the front line with me. Think you can have a costume ready for her by tomorrow night? She'll need something to look heroic."

"Madame Web already considered that," Strange countered, causing Peter to shoot him a bemused glare. "She already had your costume and web-shooters recreated and sent here. She was also kind enough to give Miss Twilight proper heroic attire. They're both in your quarters upstairs. Just try not to destroy another wall of my home if you can help it." Closing his eyes, Strange solidified his focus and resumed his meditation, allowing his body to glow with a royal blue aura. "Now make yourselves at home and leave me to my work. Should you need my assistance, do not hesitate to call me."

Peter sighed as he gently pulled Twilight to her feet. "So what now?"

Twilight stole a glance at the open door leading to their quarters before returning her violet gaze to her knight. "Let's go upstairs. There's a lot we need to talk about." Taking her advice to heart, Peter lifted the girl into his slender yet powerful arms and held her bridal style. Her mind grew fuzzy at the thought of being handled so gently, but Twilight shook her head, recollecting her nerve as she stared at her magically grown dragon. If only she could her hide her blush as well. "Spike, I need you to do something for me. After I have Peter write a letter, I want you to send it to Princess Celestia, okay?"

Stopping in his tracks, Peter raised his brow at the girl. "We're in another dimension. Do you think Spike can still do that?"

"It's worth a try," Twilight innocently retorted, placing a hand over her chest. "I'm sure she would like to know where we are. If she didn't, it'd cause a panic. I also think she needs to know what's become of Sunset Shimmer."

"You're right. We'll work out. In the mean time, we have to teach you proper human etiquette," Peter chuckled, making his way upstairs with his lover in his arms. He smirked. "Speaking of which, since you're going to become a super heroine soon, you'll need a new catchphrase. Something like '_Pon' Power!' _or '_Equestria Girl!_"

"I already have a phrase in mind," she whispered before clocking Peter over the side of the head, earning a crisp 'Ow!' for her effort. Twilight rolled her eyes and blankly stared at her annoying lover. "Shut up."

* * *

><p><em>Thirty-One Days Remain (Earth) - Fifteen Days Remain (Equestria)<em>

The lessons were going well. Twilight found a way to perfect the art of walking without falling on her face too often. She was a natural-born klutz, but the girl managed to learn how to jog and sprint as well. It was a complete chore in comparison to a four-hooved gallop. With her vast intellect, everything else went smoothly for Twilight. She learned to drop 'pony' from words such as 'any', 'every', and 'some', placing 'body' and 'one' in its place, but she had occasional slipups, much like Peter had to this very day.

They remained in the Sanctum Sanctorum, not going out into the outside world until Peter felt Twilight was ready. The last thing he wanted to do was start a panic with the populace. The people of Earth weren't nearly as open-minded or accepting as the beings of Equestria. There was a chance they would mistake Twilight for a mutant, should she accidentally use her powers in public. Fortunately, being a prodigy and a genius, Twilight learned how to use and control her magic effectively within a twenty-four hour span, though staying up for a majority of the night helped in that case for the young girl.

Understandably, there were several questions Twilight had about humans, one being their need for clothes. Without fur, humans were far more susceptible to heat and cold. However, for Peter, he stressed that clothing was there to keep one looking decent, as humans had 'more to hide' in a sense. To be frank, Peter was very specific in his instruction. Guys and girls, the ones who were heterosexual, were only naked for their special mate for certain occasions behind closed doors. Needless to say, Twilight understood that perfectly, considering the stage her relationship with Peter had blossomed into.

Luckily, she found a lovely set of clothing in her closet. It seemed Madame Web had a good idea of what she would like, heroic costume included. She sat with a violet skirt and black pair of leggings that rose to her lower thighs. A dark blue vest was placed over her white cotton, long-sleeved shirt, and she wore a pair of thick, black boots over her feet. Twilight was quick to admit how cumbersome it felt to wear so much clothing, including strange things called 'bras' and 'panties.'

Twilight smiled inwardly. On her own, learning about the human world would have been challenging, but she had an excellent teacher in her coltfriend, or rather _boyfriend_. Peter was patient, willing to answer every question Twilight had, and she had plenty to ask out of natural and scientific curiosity. There was a saying in Equestria. 'To understand somepony, you must walk a mile in their shoes.' Now she was starting to see what Peter went through a few months back, trying to understand the techniques and methods that came naturally to herself.

She was able to appreciate the young man for what he was doing on a personal level. As Spike slept in the back of the lobby, taking up a majority of the room, Twilight sat on the couch, reading a map of New York's many tourist attractions. She stole glances of Peter out of the corner of her violet irises, who stood by the window with his arms crossed and a somber expression in his hazel eyes.

Twilight placed her booklet down over the table before forcing herself to a standing position. "Peter, what's wrong?"

Peter's eyes widened at the sound of the girl's soft voice. His attire was simple, being a blue short-sleeve shirt over a white long-sleeved top accompanied with a pair of beige pants and black tennis shoes.

Scratching the back of his head, Peter chuckled. "It's nothing, I'm just…"

He droned off, shifting his gaze back to the window. Twilight quietly made her way to his side, wrapping her slims arms around one of his slender limbs once she was within range. Her hand found his own, and their fingers linked instinctively. They stood in comfortable silence, with Peter gathering his thoughts while Twilight patiently waited for him to talk with her. Sighing, he conceded, turning his head to face his lover with a defeated smile on his face.

"I hate to sound selfish, but I'm worried about Aunt May. It's been four years. I wonder if she's still living in the same place," he whispered, forcing the lump in his throat down with a swallow. "I just hope she's still alive, period. I never had the chance to tell her the truth about what I really am. I never even had a chance to say goodbye. I just-"

"_How _is that selfish?" Twilight strongly questioned, causing Peter to recoil involuntarily. He turned his head away, avoiding the scolding glare the girl aimed in his direction, but it dissipated as a soft smile formed on her face. "You have every right to worry. Your aunt is the closest thing you have to a mother. It's really sweet how much you care." This caused Peter to laugh, prompting Twilight to tighten her grip on his arm. "We have plenty of time. You should go out and find her. I'm sure she's just as worried about you as you are for her."

Peter's expression softened as his gaze met Twilight's. "Are you sure?" She managed to nod before the young man lowered his head and pressed his lips against hers, parting after to kiss the center of her forehead. "I love you so much," he whispered, causing Twilight to shudder with content. His eyes widened and smile grew, a sense of giddiness taking hold. "Hey. If I can find Aunt May, you should come with me. I really want you to meet her."

Twilight giggled. "I'm flattered, Peter, but do you think I'm ready to interact with humans."

He grinned. "You're pretty normal to me. Even if you are a total klutz."

Despite his playful jab, Twilight's smile remained intact along with the pink blush that painted her cheeks. However, before the pair could continue to savor the moment, Doctor Strange appeared in the midst of the room in a bright flash of light, unintentionally waking up Spike in the process. The dragon let out a low yawn as he forced himself from the floor. Twilight rushed over to the sorcerer's position, prompting Peter to follow her lead. Once she was within range, Doctor Strange reared down and placed his fingers against the girl's forehead. He chanted an incantation, causing Twilight's eyes to glow brightly before returning to normal.

"The tracking spell is complete, but I'm afraid that's all the good news I have to offer," Strange declared, holding out his hand. A small orb formed over his palm, and an image formed within, of an aerial vessel taking fire from multiple flying objects. Large clouds of smoke rose from within the airship, and flames spread over the top. "Colonel Fury sent out a priority alert to all metahumans. Osborn has just launched an attack on the SHIELD helicarrier. An army of robots and villains are there, tearing the ship apart."

Gritting his teeth, Peter growled under his breath. "Crud. Osborn's feeling pretty bold if he's attacking the SHIELD helicarrier like this."

Strange raised his hand. "Even if that is the case, there has been no sighting of the Green Goblin aboard the helicarrier. He hacked into Fury's video feed, but that's about it. I managed to hear through a radio transmission that a young, red-haired girl wearing a crown is leading their forces. I believe this is the girl you three are seeking."

Twilight's eyes shot open at the mention of her crown. "It does. We should head over and stop her from causing any further damage." Inhaling deeply, the girl closed her eyes before turning around and pointing skyward. "It's faint, but I can sense my crown in that direction." Opening her eyes, Twilight jogged upstairs, nearly stumbling along the way. "I'll go put on my costume."

Peter lifted his shirt, revealing his Spider-Man costume underneath. He paused, sharing a look with the sorcerer. "How much backup does SHIELD have? Are you going to teleport us there?"

The image in the orb faded, bringing up one of four individuals battling their way through hordes of Osborn's robotic followers. One man in a suit of red and yellow armor flew above, blasting enemies with beams of energy from his hands and chest. A tall, blonde male followed, raising a hammer high over his head. Lightning fell from the sky at his beck and call, disintegrating all of the robots in his path. A robot approached a shorter, gruff male from behind, only to be sliced apart once it got too close.

Snarling, he lunged through the air and knocked another robot to the ground before impaling it several times with the metallic claws that rose from his knuckles. Across from their position, a red and blue round shield with a star at the center soared through the vicinity before decapitating a pair of robots. The shield bounced off the wall, but a fourth man garbed in red, white, and blue placed it back over his arm. They continued to fight their way through the gathering crowds as they traveled through the helicarrier, but the image of the battle faded from the orb before it could begin to reach its conclusion.

"Iron Man, Thor, Wolverine, and Captain America have a good handle on the situation, but it would be best if you found Sunset Shimmer before they did. They could accidentally damage or destroy the crown otherwise," Strange stated, pausing to wipe the sweat from his brow.

Holding out his hand, the sorcerer murmured another incantation, in turn creating a small, jade orb over his palm. Snapping his fingers, the ball of energy flew over to Spike's forehead and seeped into his forehead.

"There is no time to waste. I lack the energy to teleport you three to the helicarrier, but I managed to imbed the knowledge of flight into Spike's spirit. Trust his instincts and follow Miss Twilight's guidance. That way, you three should have no problem finding the helicarrier."

Peter stole a glance of Spike, who pranced in place at the thought of flight, and chuckled nervously at Strange. "All right, Doc. I'll trust you on this. I just hope we don't make a big crater in the ground." His normal clothes were swiftly discarded and thrown off to the side. Peter placed his mask over his head, but before he would pull it over his face, he directed his hazel gaze to the closed door upstairs. "Twilight! Double time! Let's go!"

A burst of purple energy erupted a few feet away, forcing Peter and Spike to slam their eyes shut at the bright flash of light. It dissipated, revealing Twilight in her heroic attire. It was a very light shade of violet with some portions that could have been mistaken for the color white to the untrained eye. A hood was placed over the girl's head, yet it wasn't restrictive, allowing several strands of her violet and pink hair to drape free over her shoulders and breasts. Her arms and hands were shielded by a pair of large gloves, leaving only her fingertips and shoulders exposed.

A leotard hugged her body so tightly. It was quite revealing, leaving her stomach, cleavage, and upper thighs uncovered. Her boots had a similar design to her gloves, coming up to the midsection of her thighs. An insignia of Twilight's cutie mark, a violet star, sat above her chest and below her neck with two others placed on the side of her leggings. The cape she wore, that was attached to the hood, draped over her shoulders and came down to her calves. Twilight pulled her hood back, her cheeks burning as she found Peter's wide-eyed expression.

She brushed the side of her arm. "I feel silly wearing this. Does it...look okay, Peter?"

Spike's eyes grew wide. "Wow, Twilight. I don't know about human fashion, but I think Rarity would go nuts over that costume."

Strange smirked. "More than okay, my dear. You look extravagant. Call me later?"

Peter shot a glare at the sorcerer once Twilight blushed furiously. "Back off, Gandalf." His entire face grew hot as he faced Twilight. "You look amazing, b-but..." he stammered, stepping forward to poke Twilight's exposed stomach. "You forgot your Spandex. It's going to be _very_ cold where we're going. The Spandex will help shield you from the winds." He poked her stomach again, earning a giggle in return. Peter shook his head. "Plus, it's magically reinforced and bulletproof. It'll give you more protection. Take your time and go put it on. I don't want your tummy to have a big bulls-eye on it."

Twilight smiled, appreciating her lover's concern. Disappearing in a flash of light, she went back upstairs, evident by the shuffling sounds that escaped from the room. A few minutes passed, and she reappeared with her costume intact and a pair of indigo-colored tights underneath, covering her previously exposed body parts with the exception of her head. Twilight held her arms out and posed, as if presenting herself. Peter smiled and nodded, stealing a kiss before she could hope to respond.

Smiling as well, Twilight pulled her hood back over her head, prompting Peter to put his mask on properly. His stomach tightened into a knot. Spider-Man was ready to make his return, and his first job was to help take back the SHIELD helicarrier. It was a high task, but as he offered Twilight and Spike a supportive thumbs up, Peter knew he had two reasons not to fail.

"Let's go, you two!"

_To be continued..._


	44. Homecoming, Part II

_**Chapter Forty-Four "Homecoming, Part II"**_

_Sixteen Days Remain (Equestria)_

_Peter stood by the window, the breeze of the outside world brushing through his mane. The entire world knew his secret, yet he couldn't be happier. He wore his costume but left his mask on the nightstand. Twilight found her way next to his side, and the pair shared a loving smile before holding hooves. The night they shared was wondrous, the emotional and physical solidifying of their relationship. Peter's gaze fell to the ground, a saddened expression filling his eyes. He didn't want to leave, not when everything was as perfect as it felt, but he had a matter to attend to._

_Twilight, as if reading his mind, used her magic and levitated his backpack to their position. "You shouldn't keep Spitfire waiting too long," she giggled. Peter nodded, firing a strand of webbing across the room to retrieve his mask. Twilight smiled warmly at the stallion, her long mane pulled back into a ponytail. He reached over by the window where a vase rested, pulling out a small flower, and with the utmost care, Peter slid it into Twilight's mane next to her ear. Her cheeks grew hot. "Peter, do you remember the promise we made to each other last night?"_

_Peter placed his hoof over the mare's shoulder. "I'll never leave you behind." _

_A blush filled the cheeks of both ponies before their lips met for a passionate kiss. They remained as such, savoring each other's taste. Twilight moaned inside of Peter's mouth as his tongue explored the sanctions, touching the most sensitive areas with gentle precision. She melted into the act of affection, bending to her lover's will, but they eventually parted, only due to their need for oxygen. Peter's lips curled into a wide smile as Twilight's face flushed immensely. He offered her his hoof, and with a soft nod she accepted the gesture, not taking her violet irises away from his hazel eyes._

_Peter grinned. "No matter what happens…"_

_Twilight giggled. "...we'll see everything through together."_

* * *

><p>Within the dark room, Madame Web sat with her hands clutching at the arms of her chair. Despite her blindness, she stared intently at the orb that hovered inches from her face. Peter's image appeared, but the screen grew black, growing fuzzy as the vision progressed. Everything within the orb grew distorted, causing the memory to shatter. Madame Web cursed under her breath, irritation evident in her voice. She extended her hand, creating another orb to form in her palm, but the second Spider-Man's image appeared, the same thing occurred, leaving the woman to groan desolately.<p>

"I can no longer see the date of Spider-Man's death," Cassandra leaned forward in her seat, cupping her hands over her mouth. "Peter is losing connection to the Web. Why?"

* * *

><p><em>? Days Remain - Thirty-One Days Remain until the portal closes...<em>

Spike soared across the sky, piercing though every cloud in his path, and Twilight and Spider-Man sat on a custom-made saddle on the dragon's back, a means created by the girl to provide comfort as well as prevent impalement on his body's razor-sharp spikes. The temperature at their high altitude was understandably low, worsened by the wind chill brought about by flying at a fast speed. Twilight shuddered lightly, her body feeling the effects of the lowered temperature, but she smiled inwardly, grateful that Peter reminded her to bring her Spandex, which provided great comfort against the chill of the wind.

Spider-Man, as if sensing Twilight's discomfort, edged closer and wrapped his arms around her waist. "You doing okay?"

Twilight's shivers lessened as Peter's warmth spread over her. "I'm fine. Thanks."

Pulling her back against his chest, Spider-Man tightened his grip. "I know we made a promise, but you don't have to do this."

Turning her head to the side, Twilight gave Peter a glare out of the corner of her eye. "Don't try to talk me out of this, Peter. I'm sticking with you no matter what." She directed her gaze forward before her eyes flashed, glowing with a violet light. Once it faded, Twilight pointed to the side. "We're really close! Drop altitude and take us through that cloud, Spike!"

Spike snarled, extending his wings. "Got it!" The dragon fell into a graceful glide. He cut through the thick cloud, prompting Peter to grip the saddle with one hand and tighten his hold on Twilight with the other. Spike reached the end of the path and stopped mid-flight, his green eyes widening at the vessel hovering beneath. Its size was enormous, dwarfing all Equestrian aerial vessels by several hundred margins. "_That's_ the helicarrier? It's huge!"

Spider-Man nodded. "Yeah. That thing's the biggest waste of taxpayer money in hist-" A blaring alarm in his cranium cut off his train of thought. "Spike! Down!" he yelled, using his strength to push down on the dragon's head. Spike's momentum plummeted just as a laser beam flew past his previous position. The dragon recovered, returning to flight, but Spider-Man tapped his side and pointed at the gunships that fastly approached from above. "Spike! Find a safe place to land!"

Just as Spider-Man hopped from the saddle and slid down Spike's tail, Twilight reached out to him. "Wait! Where are you going?!"

"To clear the airwaves!" he replied, firing a strand of webbing onto the tail end of the gunship as it circled around for a second firing attempt. Spider-Man gripped his strand with both hands before being hoisted away at high speed. "Yahoo!"

Twilight shook her head, glaring in Peter's direction of flight. "That reckless idiot." Her eyes widened. "Spike. We should land." The dragon heeded her advice and descended, landing smoothly once he reached the ground. Spike lowered his head and body, allowing Twilight to step from her saddle, but she misjudged the distance and nearly fell, stumbling to a standing halt. She exhaled before directing her gaze for the gunship Peter had boarded. "Come on, Peter. What are you doing?"

Spider-Man crawled from the belly of the gunship, to the underside of one of its wings before finally stepping into the cockpit, a few feet behind the pilot. "Excuse me. Is this the ferry to Staten Island?" he asked with a shrug, flipping high overhead once the robotic pilot shot a laser from his hand. Spider-Man countered by shooting a ball of webbing into its face, and the second he landed on the gunship's lower level, he grabbed the robot operating the laser cannon and threw it into the pilot, destroying both machines at once. The gunship's navigational path went into disarray, causing the vessel to fall into a nosedive. Spider-Man turned as the ground neared. "Uh oh."

Flipping high into the air, Spider-Man spun several times before landing perfectly on his feet near Twilight and Spike. The gunship nose-dived over the edge of the helicarrier, continuing its descent.

Twilight ran over to his side, frowning. "Spider-Man, you are going to be the death of me. I'm not going to tell you how reckless that was."

Spike laughed, showing his fangs. "Oh, don't listen to her. That was the coolest!"

Spider-Man waved his hands defensively and shook his head. "Well, at least we're not getting shot at any more. As your personal knight, I'm inclined to take _some _risks. Occupational hazard and all."

Twilight turned sharply on her heel, making certain her back faced Spike and Peter. "Just don't get yourself killed on my watch. I want _all _of us to get back to Equestria in one piece." The glow in her eyes returned in a bright flash. Twilight took a few steps forward, as if following the energy trail she sensed, but she stopped, her blank eyes widening at a huge array of magic that gathered above her position. She held her hand out, allowing violet, magical energy to emit from her palm. "My crown. It's right there…"

"Twilight! Heads up!" Spider-Man cried out before light green beams of energy soared from the sky and rained down over the princess. Fortunately, he shot a strand of webbing onto Twilight's back and pulled her into his waiting arms out of harm's way. "You okay? What _was _that?"

Twilight weakly nodded before standing under her own power. She raised her hand as it glowed and waved it to the side, causing violet energy to engulf the area where the attack came from. That same moment, someone leapt from the area, disappeared in a flash of light during their descent, and reappeared in a standing position on the ground a few feet from the trio. Smirking, the girl brushed her hand through her crimson and yellow hair, taking a moment to stroke the violet gem on the tiara she wore.

Twilight's eyes shot open. "My crown! So _you're_ Sunset Shimmer."

An evil grin formed on Sunset's face. "This _is _a surprise. I was only expecting the knight to show up. I didn't think Celestia's little whelp would come, too."

Dark energy rose from underneath Shimmer's feet and engulfed her entire body. Osborn's robots emerged from several areas around the helicarrier, swarming around the group like bees. The energy around Sunset dissipated, revealing a transformed version of the girl. Bat-wings stretched from her back, and her tanned skin was now a deep shade of crimson, perhaps a symbol of her malevolent intent.

With a wicked fanged smile, Sunset raised her claws as she glared down at Twilight with her blueish and blackened eyes. "All of you, destroy Spider-Man and the dragon. The princess is _mine_."

Spider-Man lowered his body into a defensive stance. "Well, _that _escalated quickly."

Twilight held her hand out before Peter could leave her side, shaking her head. "I'll take care of Shimmer. Can you watch my back _and _look after Spike?" She faced Shimmer, whispering to Spider-Man. "I have a plan. Just trust me. Please?"

Exhaling, Spider-Man nodded hesitantly. "Okay, but I'm stepping in the moment things go south. Got it?"

Twilight smiled. "I wouldn't expect any less from my knight."

Shimmer spread her wings and took flight, gliding over the gathered crowd, but Twilight disappeared in a flash of light, appearing on a heightened platform next to Sunset. Shimmer lashed out with her claws, but Twilight teleported away at the last second, landing below on the closed landing bay in the deck. Both girls, as if sharing the same thought, extended their hands, and launched a magical beam at each other, but the dueling energies clashed and canceled out, generating a shockwave. Twilight's cape flapped at the wind's mercy while Sunset used her arm to shield her eyes from the dust particles in the air.

Shimmer's glare deepened as her hand glowed with energy. "I was her student before you were even born. You're not _half_ of what I am! After I beat you, I'll show Celestia I'm more powerful than you! I'll show her I'm worthy of being a princess!"

Twilight frowned, her eyes glowing with a bright, violet light. "Power isn't everything, Shimmer. True strength lies in humility." Energy erupted from the girl's body, sending tremors throughout the vicinity. "It seems to be a lesson you've forgotten."

Meanwhile, Osborn's robots honed in on Spider-Man and Spike, their numbers having doubled the moment Sunset Shimmer and Twilight left the area. Most held their guns out while the rest cackled, their voice boxes sounding similar to Green Goblin's laugh despite their designs being that of Ultron's. Spike stood upright, his figure dwarfing everyone's by a considerable margin. He snarled under his breath, baring his fangs at his oppressors. However, his green eyes fell to Spider-Man, softening at his lack of motion, but Peter, as if sensing the dragon's doubt, patted Spike's leg with the back of his hand.

"Spike, you're not a monster. You're just my really tall, little brother," Spider-Man honestly chuckled, clenching his fists. "These things are robots. They aren't alive. You don't have to worry about holding back against these guys. The faster we send them to the scrapheap, the sooner we can help Twilight." His words helped eased Spike's mind. Stretching his wings and holding out his claws, Spike roared, sending vibrations through the metallic shell of the helicarrier and all of Osborn's robots. Spider-Man took the opportunity and jumped high into the air. "If I may borrow a fellow hero's catchphrase for a second: It's clobberin' time!"

They opened fire onto the dragon first, smothering him with lasers, but Spike stood unphased, the enemies' attacks failing to scratch his hide. He lunged forward, sending several of the mechanical creations tumbling over the edge of the helicarrier in discombobulated pieces. Another robot raised his arms to smash Spike over the head, but the dragon opened his mouth, perhaps out of instinct, and unleashed a wave of emerald flames, reducing his attacker to a smoldering heap of melted metal, circuits, and ashes. Spike turned his head, finding a trio of robots shooting at his back. Raising his tail, the dragon used it as a whip and knocked his enemies into the air.

"Oh, yeah! This rocks!" Spike cheered, swatting away each robot in his path with relative ease.

Spider-Man ducked underneath a robot's punch and countered with an over-the-shoulder throw, slamming it into the ground head-first. Another robot approached from behind, but Spider-Man shot a strand of webbing onto its chest plate and swung it around his head like a lasso, smashing every droid that neared his position. Spider-Man joined back with Spike, striking every robot in his path down while the dragon slashed apart the remaining droids with his claws.

Several laser-like beams of violet energy pierced through the chest plates of five robots, which then collapsed lifelessly. Taken aback, Spider-Man flipped and landed on the shoulders of one of the robots, remained perched there as he punched the droid's head off. His blank lenses widened at the brief sight of a caped figure, Peter recognizing her feminine features, but she disappeared in a violet flash, forcing Spider-Man to focus on a new set of robots that neared his position. As the duo dispatched the last of Osborn's mechanical forces, the battle between Sunset Shimmer and Twilight Sparkle raged on.

Sunset threw her hands forward, sending a magical beam toward Twilight, but it scattered, homing in on the girl from eight different angles. Twilight slammed her hands together, causing a large, violet force field to appear and deflect each beam. Shimmer's energy detonated upon impact, engulfing Twilight and her field in a cloud of smoke, but a violet beam soared from behind, blasting Sunset squarely in the back. The force of the blow sent her flying into the dust cloud, the shockwave clearing the path inadvertently. Her hand fell over her throbbing skull as Shimmer forced herself to her feet.

"Who did that?!" Sunset barked, glaring in the direction the attack came from. On the upper levels of the deck, she saw a figure wearing a light violet cape. Shimmer's black eyes widened. "You?! How did you get there so-?!" Her words fell into her throat as the force field near her position faded. Twilight stepped out, placed her glowing hand against the ground, and widely lashed it out, unleashing a large yet fast wave of energy. Shimmer threw her arms up to block the attack, but the strength of the blow was too great, sending her body flying into one of the metal walls with enough force to leave a massive dent. Shimmer fell to the ground on a knee, and she raised her head, snarling at Twilight. "Why, you-!"

A beam shot out and slammed into Sunset's side, knocking her across the ground into a violent roll until she was stopped by a guardrail. Her vision spun as she struggled to gather her bearings. Sunset's hands fell to the ground, but she raised her eyes, only to gasp at a startling sight. They stood with their backs pressed against each other, violet gazes settled on Shimmer, and opened, glowing hands aimed at her. It was Twilight and a duplicate of herself. Hissing, Sunset hopped to her feet and lunged out at the pair, but one of the Twilights disappeared in a flash while the other rolled to the side.

Sunset reared her claw back, ready to slash the Twilight that was on the ground, but the duplicate appeared next to Sunset, grabbed her via telekinesis, and held her in midair while the replica stood back up. Twilight slammed Shimmer to the ground flat on her stomach, causing the air to rush from Sunset's lungs. Shimmer clutched at her ribs, their aches too great to ignore. She could do nothing as one of the Twilights retrieved the crown and handed it to the duplicate.

They shared a nod before she disappeared in a flash. The Twilight that remained pulled her hood back and slid her tiara over her head. Groaning in pain, Sunset's form returned to normal as she pulled herself to a knelt position. Spike landed behind Twilight, and Spider-Man flipped from a strand of webbing, taking his place by the side of his princess.

"Hey! You got the crown back!" Spider-Man cheered, pausing to scratch the back of his head. "But am I going nuts? I could have sworn I saw two of you a second ago. Was that a magical hologram or a duplicate?"

Twilight shook her head, smiling. "Neither. That was me, five minutes from the future."

Folding his arms, Spider-Man nodded. "So that was _you_ that helped me a few minutes ago." He shook his head. "I mean, her. Future you."

Shimmer's head shot up as she hissed. "Impossible! Starswirl couldn't perfect the art of magical time travel!" With her hand still clutching at her ribs, Sunset pointed angrily at Twilight. "There's no way you could have done it! You were too busy! I would have seen you trying such a complicated spell!"

Spike smirked. "It shows how much you _don't _know. Twilight's done the time travel spell before. It's pretty easy for her."

Twilight's gaze remained fixed on Sunset. "No, Spike. Shimmer's right. The spell isn't as easy as it looks. It took a moment to conjure the spell correctly. Remember when I first teleported to chase after Sunset?" Once Spike nodded, Twilight pointed at one of the raised platforms. "When I landed there, I sent a message a few minutes back to myself. Now, do you remember when we first landed on the helicarrier, after Spider-Man took down the gunship?"

Once Spike nodded again, albeit with a confused expression, Twilight smiled as she tapped the side of her head. "When I first sensed the presence of my crown, that was when I got my message from my future self. She told me her plan right before Spider-Man pulled me away from Sunset's attack." Spike scratched the top of his head as Twilight nodded. "At that point, I played along and waited for my future self to attack. It seemed she had enough time to give you two some backup."

Spider-Man chuckled, shrugging. "A time-traveling genius. I guess you're the latest version of Dr. Who or Dr. Hooves in this case? Or maybe Dr. Hoovesette? Please tell me you have a phonebooth time machine. That would totally rock."

Twilight rolled her eyes. "_Focus_, Spider-Man." The glow in her eyes returned. Twilight extended her hand to Sunset as it shone with violet energy. "Listen to me, Sunset. I can sense Osborn's negative influence within you. I can free you from his control."

Shimmer's eyes widened. "Y-You can…?" she asked, her voice cracking, but her pupils flashed to a blank shade of yellow before returning to its normal blue color. "No!" she roared, her voice returning to its former firmness.

Sunset raised her glowing hand high over her head, and that moment, a colossal dragon soared through the sky, his shadow blanketing everything under his body. It roared as it continued its flight to the other side of the helicarrier, sending quakes through the vessel upon landing. Spike barely managed to keep his balance whereas Twilight lost her footing completely, but Spider-Man reached out, capturing the girl in his arms before she could meet the ground. Shimmer took the opportunity to throw herself over the railing.

Sunset transformed in midair, and her wings flapped, allowing her to hover over the trio. "Don't get cocky! This is only the start! That stupid crown won't help you get far. The Green Goblin's Masters of Evil will tear you apart!" she snapped, clutching at her side afterward. Despite her pain, Shimmer found a way to smile. "Fin Fang Foom will deal with the other so-called heroes. I'll leave you three with a little parting gift!"

A short burst of light erupted a few feet from Shimmer's position. A figure fell and landed, the hull of the helicarrier bending under its weight. His breathing was ragged, strained, as he stood tall. His muscles were thick and structure was enormous, dwarfing Spider-Man and Twilight. He gritted his teeth, throwing his large hands over his head angrily. A conflicted expression was evident in his green eyes, but once Sunset Shimmer snapped her fingers, the green being's irises flashed yellow before he released a bellowing roar.

Spider-Man stepped in front of Twilight, groaning desolately. "Oh, no…"

"Hulk! Destroy these three runts and sink the helicarrier!" Shimmer cackled before flying off into the distance.

"Who is-?" Twilight managed, squeaking once Spider-Man yanked her frame into his arms in one swift motion. He forced the girl into Spike's befuddled grasp, prompting Twilight to shoot Spider-Man an equally bewildered glare. "Pe-! Spider-Man! What are you doing?!"

"Spike! Fly! Now!" Spider-Man yelled, forcing Spike to follow his instruction. They took to the air but hovered closely, refusing to stray too far from their friend. Spider-Man shook his head and pointed at the duo. "The Hulk is too strong! I want you two to keep your distance from him!" He ducked, narrowly avoiding a grab attempt from the Hulk, and waved the pair away. "Don't argue! Just do it!"

Spider-Man jumped back, dodging a double-armed, overhead smash, but the Hulk recovered, giving Peter a glancing backhand strike. The strength behind the blow was immeasurable, despite barely coming into contact. Spider-Man's body flew through three walls before sliding to a lifeless halt, face down against the cold metal floor. Hulk wasted no time, jumping through the holes he made until he landed directly over Spider-Man. He paused, hesitating, but he roared, his voice echoing throughout the vicinity.

Twilight's heart skipped a beat. "Peter!" She freed herself from Spike, teleporting to a hole in the wall. She peeked inside, her violet eyes widening at the horrific sight of the Hulk raising his arms over his head, preparing to smash Spider-Man into oblivion. "Oh, dear Celestia! No!"

Hulk growled. "Hulk _smash _Bug-Man!"

* * *

><p>Princess Luna cringed, a sharp bolt of pain coursing through her chest. Celestia furrowed her brow, taken back from the sister's sudden change in demeanor. The princess of the moon shook her head and closed her eyes, attempting to calm her spiked nerves and smooth out the knot in her chest with labored breaths. Her eyes shot open, flashing with a bright light. An image of Peter appeared within her vision, but it was brief, ending as quickly as it began. The color in Luna's eyes returned, and the princess frowned, trotting to the other side of the room.<p>

"The preparations are complete. I must leave immediately, sister," Luna sternly declared, the tip of her horn glowing with energy.

"Wait," Celestia calmly protested, stepping forward until Luna glanced at her from the corner of her eye. She stared intently at her sister, noticing how tense her movements were. Although Luna appeared as firm as usual, Celestia knew better. "Something is wrong. You must have sensed something."

Luna's gaze fell to the ground before she eventually nodded, hesitantly. "Yes. Something is not right. I fear something has happened to Peter." The glare in her blue eyes returned, the mare's concern evident within them. "I must hurry and ensure he is safe. I wish to be by his side right now."

Celestia smiled, lowering her head to embrace her sister. "Then go. I shall watch over Equestria in your absence." They parted, and the elder alicorn nodded. "It is as I thought. You have also formed a connection with Peter. You may not like to admit it, but Peter is special to you, more than anypony you have met in your entire life. The feeling stirring in your chest is the indication that I'm telling the truth." Luna turned, making certain her back faced her sister. The glow in her horn spread, engulfing her entire body in a bright light. Celestia held her smile, catching a glimpse of Luna's flustered expression. "Safe journey, Luna. Stay safe..."

In a bright flash of light, Luna's body disappeared from sight as well as several accessories scattered throughout the room.

Celestia lowered her head, a saddened expression filling her light violet irises. "Luna, Twilight, Spike, Peter, and Sunset Shimmer. The fate of reality falls on you all. Please come back safely."

* * *

><p><em>? Days Remain - Thirty-One Days Remain until the portal closes…<em>

"_Wake up…"_

_Peter's mind grew fuzzy. The night of Twilight's princess coronation and Peter's rise to knighthood led to this, their unification. He stared deeply into Twilight's, glossy violet irises, inwardly admiring how beautiful the mare truly was. Time froze, allowing both ponies to revel in each other as they held hooves. A pink blush filled their cheeks, but they didn't mind, unashamed of the emotions they cherished. __**This **__was truly the height of Peter's success. It wasn't the recognition he fought to earn from the world or the rise in status as he now held the title of knight and prince._

_No. It was the love he gained and trust he earned from probably the best girl in existence. Twilight pulled Peter from a world that offered him nothing and gave him a second chance, a clean slate. Now he had friends, family, and someone he would willingly die for to protect. As long as Twilight was there in his life, Peter swore to protect her with every fiber of his being. He wouldn't fail Twilight the same way he did Gwen, not when he felt __**this **__strongly for his new love. It was probably taboo to think, but deep down, Peter loved Twilight more than Gwen. Twilight never judged him and accepted __**everything**_ _about him, something Gwen could never do._

'_I won't leave you behind...'_

The vision slowly dissipated from his sight, but Spider-Man's head spun, making it challenging for his equilibrium to balance itself. Hulk's fists came crashing down, closing in to finish the unaware hero.

Biting down her lip, Twilight inhaled deeply before screaming at the top of her lungs for a second time. "Wake up!"

His senses came rushing back into place at the sound of Twilight's voice. At the last moment, Spider-Man rolled out of harm's way, causing Hulk to leave a massive dent on the metal floor instead, but before the rage-filled monster could react, Peter flipped his feet over his head, landed vertically, and countered with an uppercut fierce enough to knock his attacker back. Hulk staggered, his breathing quickening as he gritted his teeth angrily. He rushed toward Spider-Man, but Spike landed between the two, swinging his large tail across the Hulk's chest.

However, the Hulk caught the appendage with his powerful arms, but before he could do any damage, Spider-Man landed on his shoulders and shot webbing into the green being's face. Hulk relinquished his grip on Spike's tail and clutched at the sticky substance on his face, yelling at its persistence to stay latched on. Spider-Man shot a strand of webbing across the room and zipped over to Twilight's position.

Twilight grabbed him by the arm as concern filled her eyes. "Can you cut that any closer?! I thought I lost you for a second."

Spider-Man chuckled, cringing at the ache that coursed through his body. "I like to keep you on the edge of your seat." He lowered his head, groaning in pain, but he waved his hand dismissively once Twilight readied to cater to his wounds. "No. I'm fine. We have to stop the Hulk first, but he's way too strong to fight head on with just the three of us. We've got to find a way to calm him down."

Twilight furrowed her brow. "I know a way to free him from Osborn's control." She straightened her tiara, making certain it was on properly. "I have my crown back. That means I can use the powers of the Elements of Harmony to cleanse the Hulk of Osborn's presence."

Spider-Man tilted his head to the side, alternating his gaze between Twilight and the Hulk. "You can do that without the others?"

Nodding, Twilight stepped away from Spider-Man. "Yes. I can still feel the presence of my friends. My connection with them hasn't changed despite how far away we are from each other. Our bonds are inseparable, and our spirits are forever linked by the strength of our friendship." A violet aura emitted from Twilight's body as she placed her hands together. Energy channeled into her palms, creating a sphere of whirling magic. Twilight threw her head back before the energy coming from her body created a small shockwave, but she stood firm, despite the quakes that coursed through her muscles. Straining, Twilight gritted her teeth. "I'm going to do my own version of the Harmony Ray. It won't be nearly as powerful as the real thing, but it should be more than enough to free the Hulk. I just need time."

Spider-Man gestured a thumbs-up. "Consider it done!" He flipped across the room, landing next to Spike. "Twilight's got a plan, but we have to buy her a little time. I want you to protect Twilight and make sure nothing gets close to her. I'll keep the Hulk busy."

The Hulk finally ripped the webbing from his face, clearing his vision, and his rage remained firm, evident by the glare he aimed at Spider-Man. Spike nodded, heeding Peter's advice. The dragon walked over to Twilight, spread his wings, and lowered them over her body, shielding her as he towered over her. The Hulk walked in Spider-Man's direction, tightening his fists with each step he took, and he quickened his pace to a hasty jog, prompting Peter to mirror his action. Once the Hulk was close enough, he threw a wild punch, but Spider-Man ducked underneath the blow and quickly grabbed onto his massive arm.

Using his momentum, Peter swung around and landed squarely on the Hulk's broad shoulders, remaining there in a squatting position. Hulk reached up, but Spider-Man wrapped his hands in webbing and shot several strands to the ceiling before pulling them together. Hulk attempted to pull his arms down, but Spider-Man delivered a series of punches to his unguarded jaw, finishing with a leaping double-kick to the center of the forehead.

Once Spider-Man landed on his feet, he continued his assault of punches, this time aimed for the Hulk's stomach. "Do me a favor! Be a cooperative little mountain and just go-!" he yelled before the Hulk freed one of his arms and punched Spider-Man in the chest, sending him flying into the nearest wall with a smack. Spider-Man groaned, holding his hand over his throbbing cranium. "...down."

Hulk freed his other arm before running across the room, and the moment he reached Spider-Man, he lowered his shoulder. However, Peter slid underneath the Hulk's feet, shot a pair of web strands onto the back of his ankles, and yanked with a great deal of strength, causing the green monster to fall face-first through the wall. The Hulk freed himself, turning sharply to grab Spider-Man, but Peter swung around his body, shooting webbing into his attacker's face.

Hulk reached for his enemy, but Spider-Man pulled his arm behind his back, webbing it tightly in place. Agitated, the Hulk attempted to rip the webbing from his extended arm with his free hand, but Peter flipped in front of his adversary, lunged forward, and tackled the monster to the ground, following up by unleashing a large array of webbing around his entire body with the exception of his head.

Once his web-cartridges had been depleted, Spider-Man exhaled and shook his head. "Sorry, Hulk. No smashing today."

Hulk's hand freed itself from the cocoon with a shrill, ripping sound. He snarled as he tore the bindings that held him prisoner away, and once his other arm was free, the Hulk roared, swiftly slapping his hands together. A shockwave rushed out, stinging Peter's senses to the core. Spider-Man's hands fell over his face as his scattered mind attempted to mute the high-pitched ring trapped in his eardrums. Disoriented, Peter could not defend himself as the Hulk drove his large fist into his torso, sending Spider-Man into the wall with enough force to imbed his figure in the steel.

The Hulk pulled Spider-Man free, only to throw Peter over his shoulder and into the ceiling. Before Spider-Man could recover, the Hulk jumped, slamming the smaller man through the ceiling. Both individuals landed on the second floor in a mangled heap. Peter groaned, the aches in his body having multiplied, and he could do nothing as the Hulk snatched him up and threw him through the hole in the floor, returning Spider-Man to the first floor. Bouncing off his back, Peter landed on his stomach and coughed roughly as he struggled to take in oxygen through his bruised chest.

"Come on, Spidey. Just a little more time," Peter whispered before the Hulk landed behind his position. Shaking his head, Spider-Man stole a glance across the room. Spike continued to shield Twilight, whose glowing figure emitted a light bright enough to match the sun's. "Don't worry, Twilight. I won't let you down. Oh, the things I do for love," he chuckled, planting his feet and forcing himself to stand. Spider-Man stood with his shoulders slouched, panting as the Hulk towered over him. "Hey, Hulk. How about you give me a handicap?" The only response Peter received was a straight punch, the blow sending Peter skidding across the floor until he stopped near Spike and Twilight. His gaze fixed on the ceiling, Peter fought back the reaches of unconsciousness. "I guess 'handicap' is another word for 'coffin' to you…"

The Hulk's breathing grew ragged. He stood back, shaking his head defiantly, but his resistance diminished, prompting the monster to step over to Spider-Man. Hulk reached down before pulling Peter up by the collar of his costume, holding him in the air. Gritting his teeth, a look of confliction filled his green and yellow eyes.

"Hulk no like fighting Bug-Man," he strained, rearing his clenched yet trembling fist back. "Bug-Man Hulk's friend, but Hulk still smash!"

"No!" Twilight screamed, causing a shockwave to erupt around her body.

Spike was blown back by the force, but he sunk his claws into the steel ground to keep himself from moving any further. Hulk remained undeterred, shifting his glare to the girl while keeping a sound grip on a limp Spider-Man. The color in Twilight's eyes was gone, hidden behind a glowing, violet light. The magic rushing from her body grew furious, sending strong gusts through the vicinity and leaving her cape to flap at its mercy.

Holding her hands out, Twilight snarled at the Hulk, her voice deep and distorted. "Put him down!" A second shockwave rushed out, blowing Twilight's hood from her head. The fury in her blank eyes was evident. "_Now!"_

Hulk frowned, furrowing his brow, but he opened his hand, dropping Spider-Man. "Fine," he growled, stomping forward. Roaring, the green monster sprinted toward Twilight. "Hulk smash _you _instead!"

With her arms extended to the side, Twilight levitated from the ground. The Hulk jumped into the air, roaring as he reached out for the girl, but Twilight disappeared, reappearing just inches from the monster the second he landed. She placed the tip of her fingers at the center of his forehead before he could react. The energy from her body rushed into the Hulk, causing him to glow like a beacon of light. The jewel on Twilight's crown emitted a light as she reared her free, glowing hand back.

She lunged it forward into the Hulk's chest, triggering a chain reaction of sorts in the form of an explosion. The Hulk screamed as he vanished in a cloud of smoke, a massive rainbow escaping from within to the outside of the helicarrier. A powerful shockwave knocked Twilight away from the explosion that occurred, but Spider-Man captured the girl in his arms before Spike emerged, shielding the pair with his large frame. The energy of the blast rushed out, consuming everyone in the vicinity.

* * *

><p>Applejack's eyes shot open, her heart rate having sped up. She stepped away from her apple-bucking, directing her emerald gaze to the sky. She peeked down, her brow furrowing at a small weight around her neck, but the mare inhaled sharply, her sight catching the appearance of a familiar jewel.<p>

"What in tarnation?" she murmured, stroking the smooth surface of her necklace. "Why do Ah have my Element of Harmony all of a sudden?"

* * *

><p>"Huh?" Rainbow Dash blurted out. She glanced off to the side as the mailmare, Derpy, clumsily shuffled through her bag. Rainbow's rose-colored eyes widened as they spotted her old necklace materializing around her neck. Derpy, oblivious, continued to search through her mailbag, but Dash raised her brow, baffled at the phenomenon. "Where the heck did <em>this <em>come from?"

* * *

><p>"What in the world?" Rarity cried out, stepping back from the stove with her royal blue eyes fixed on her necklace.<p>

Sweetie Belle tilted her head to the side, keeping her seat at the table. "Why are you wearing that, Rarity?"

Her mouth agape, Rarity shared an equally perplexed glance with her sister. "I'm not sure…"

* * *

><p>Pinkie Pie held her necklace gently in her hooves, all while keeping her gaze fixed on the outside of her window. Her entire body shook, quivering before coming to an abrupt stop, but her nerves were still on edge, perhaps due to the heightened state of her senses.<p>

She nodded inwardly, refusing to relinquish her hold on her Element of Harmony. "It feels like a doozy. Something's wrong."

* * *

><p>Fluttershy yelped, accidentally dropping a plate from her sink. It shattered across the floor, but the mare paid it no mind, all of her attention centered on the necklace that magically appeared over her chest. A warm tingling sensation coursed through her body, something that only happened when her friends were nearby.<p>

Concern filled Fluttershy's eyes. "I hope everything's okay…"

* * *

><p>The dust slowly settled within the helicarrier. Spike opened his wings and took a step back, allowing Spider-Man and Twilight to leave from under his body. Peter's masked lenses widened at the sound of the girl's deep intakes of breath. Large bags formed under her eyes, and her chest rose and descended rapidly, her exhaustion clearly evident. Twilight leaned her head against Spider-Man's chest with her eyes half-closed as he continued to hold her bridal style, struggling not to surrender to the grasp of unconsciousness. The muscles in her body grew weak. If Peter wasn't currently holding Twilight in his arms, she would have collapsed on the spot.<p>

Twilight nodded off, shaking her head to maintain consciousness. "That took more out of me than I thought it would." Her glossy eyes peeked up to meet with the bug-like lenses fixed down on her. "Did it work? Where's the Hulk?"

Spider-Man and Spike directed their gazes toward the area where Hulk stood. A being stepped free from the cloud of smoke, the remnants of Twilight's magical energy falling from his scrawny figure. His skin was now pale, no longer green, and every shred of muscle on his body had vanished. The purple pants on his legs were baggy, barely able to stay on his waist. He fell to a knee, sweat pouring from his forehead, but his strength was sapped, leaving the man to collapse from exhaustion.

Spider-Man nodded as he let out a relieved sigh. "Yeah, it worked. Dr. Banner is back to normal." He chuckled, nuzzling the girl gently. "Way to go, Twilight." She giggled weakly, only able to nod a response. Spider-Man turned to Spike. "We should head back to the Sanctum Santorum before anyone-"

A series of blasts scattered across the floor, causing Spike and Spider-Man to recoil sharply. Iron Man soared into the room, extending his hands to Spike from midair. Missiles rose from his shoulder plates, each aimed at the dragon. Thor floated into the room gracefully from the destroyed wall, swinging his hammer in a circular motion upon landing. Captain America and Wolverine sprinted into the room, one with his shield poised while the other unsheathed his claws from his knuckles with a _snikt_. Spike stood with his eyes wide, alternating his green gaze between the four heroes. Fortunately, before they could lay waste to the dragon, Spider-Man stepped from behind Spike's massive body, revealing his and Twilight's presence.

"Hold it, guys! Spike's my friend!" Spider-Man declared, sharing a brief glance with the dragon before directing his gaze back to the group of heroes. "I know it's been quite some time, but it's me-"

"Spider-Man!" Iron Man cheerfully shouted, retracting all of his weapons back into his armor.

Captain America shook his head, keeping his shield close. "Careful, Tony. This could be a trap. How do we know it's really him?"

Thor stared intently at Spider-Man, his blue eyes piercing through his soul. "Aye. It has been several years since we have seen our friend. For your sake, I hope you are truly Spider-Man, for wearing his uniform without his consent is a high act of disrespect."

Spider-Man chuckled nervously. "Aw, so you guys _did _miss me. This whole time I thought you guys hated me."

Wolverine growled, walking up until he was inches from Peter. "Grr. You sound as irritating as Spider-Man." He slowly walked around the young man, taking a few sniffs with each step. After a few moments, Logan stopped in his tracks, his eyes wide as he stared at Spider-Man. If one looked closely, they could have spotted a ghost of a smile on the gruff man's face. "Well, I'll be damned. You really _are _Spider-Man." He paused. "I'd better make sure though. Who served us roast and pie?"

"My aunt. You were in my house," Spider-Man stated, glancing off to the side. "That was weird, by the way."

Iron Man's mask lifted on its own, revealing the features of Tony Stark. "No, kid. What's weird is that you disappeared for four years and came back with a giant pet dragon."

Spike frowned, pointing at the armored man defensively. "I'm not his pet. I'm his little brother."

Tony blinked. "Oh. And it talks. That's… unexpected."

Tilting his head, Spike looked at Tony questionably. "Of course I talk. Do you think I'm stupid or something?"

Spider-Man shook his head, directing his gaze to Captain America and Thor. "There's a lot I need to brief you guys on. I can also tell you what's going on with Norman Osborn. Doctor Strange and Twilight can help explain what's going on, too." Spider-Man's masked lenses widen slightly as a small sound reached his ears. He peeked down and found Twilight fast asleep in his arms, her level of breathing indicating her slumber. If not for his mask's design to hide facial features, everyone would have seen Peter's lips curl into a warm smile. "I would introduce you all to my girlfriend, but she's exhausted after taking down the Hulk."

Tony stepped forward, placing his hand over Spider-Man's shoulder. "Well, we can't let the lady sleep here. Plus, I doubt the helicarrier would make for a good headquarters right now." Tony glanced off to the side. "Jarvis. Prepare a few rooms at Stark Tower. We'll be having guests tonight. Also, give Stephen a call and tell him to come to Stark Tower in the morning." Nodding, Iron Man motioned his hand to everyone around him before walking off. "Follow me, and stay in a single file line. We have a _lot _to talk about in the morning."


	45. Homecoming, Part III

_**Chapter Forty-Five "Homecoming, Part III"**_

_Thirty Days Remain until the portal closes…_

Within the walls of Stark Tower, everyone sat together in the main lobby. Upon Tony's request, it was cleared so that the briefing went uninterrupted. After a well-deserved good night's rest, the heroes woke early and gathered. Peter sat at the round table in costume without his mask. SHIELD's director-in-chief, Nick Fury, already knew his identity before his disappearance as did Tony and Logan. Peter considered Thor a friend, and he greatly admired Captain America. Sharing his secret with those two wasn't too difficult of a choice to make, especially since his return to Earth was only temporary.

Twilight sat next to Peter in her civilian clothing: a violet jacket, a white buttoned-up shirt underneath, and a pink skirt. She had no identity to hide, and after the events of last night, Twilight was persuaded by Doctor Strange to rest for a couple of days. Her body's magical supply was spent, and any attempt to exert herself would prove to be more damaging than anything else. Spike sat away from the table, but he remained within hearing distance, speaking whenever given the opportunity. Everyone remained vigilant in their seats, listening to everything Twilight had to say about Peter's disappearance.

Fury raised his brow, particularly at the girl by Peter's side. "You mean to tell me you're actually a pony from a parallel dimension, and that Spider-Man has been living with you the entire time?" Once Twilight nodded, Nick scoffed a response before turning his glare toward Peter. "Spider-Man, where the hell have you been all this time? Tell me the truth."

"Well, technically it's only been a little over three months for me," Peter nonchalantly replied, taking a sip of orange juice from a glass. "And you know, the usual. I was summoned to a magical land by Twilight to fight a demi-god's dragon lackey. Think Spike, only so much bigger, but weaker than Fin Fang Foom. Anyway, I transformed into a pony, made a lot of friends along the way, fell in love with an amazing girl…" he paused, planting a kiss on Twilight's cheek. She smiled, blushing, while Logan rolled his eyes and Spike gagged to himself. Peter took Twilight's hand into his own before continuing. "Said amazing girl became a princess, transformed into an alicorn, and I become her knight and prince. Besides that, nothing too much."

Nick blankly stared at Peter with his one good eye, groaning as he shook his head. "Why is it when anyone else tells me that story, it sounds ridiculous, but when it comes out of your mouth, it actually makes sense?"

Peter's smile grew wide. "Because I'm special."

Logan groaned. "You're special all right…"

Tony placed his hand over his mouth, concealing his stifled laughter. "So the beautiful woman sitting right next to you is actually a pony, _and _you two are an item?" Before long, Stark lost his composure and broke down, guffawing at the top of his lungs. "Oh, that's rich! Maybe not as rich as me, but-!" He was laughing hysterically at this point, tapping his palm against the table.

Peter shook his head, exasperated. He knew _this _was coming. "Hey! In case you haven't realized it yet, Twilight's _very _intelligent! She's as beautiful as she is smart! Plus, I'm a pony, too! So it's not weird!" His tone was apprehensive and defensive, but Twilight didn't seem to mind as she giggled blissfully at Peter's compliments. Spider-Man wrapped his arm around the girl's shoulder and pulled her close, his blush as pink as hers. "Laugh it up, Stark! You're just jealous! You wish you had someone as special as Twilight!"

Tony raised his head and waved his hands defensively with tears in his eyes. "Oh, no! I'm not knocking it, Peter!" He snorted. "We all have our fetishes!" He resumed his laughter, much to Peter's chagrin.

Twilight furrowed her brow, turning to face Peter. "Fetishes?"

Ignoring Iron Man, Peter rolled his eyes and whispered in Twilight's ear. "You don't want to know."

Logan leaned back against his chair, pausing to remove his leather jacket. "Still. Three months. It's no wonder you look like you haven't aged any, kid. Plus, it sounds like you've been living in a colorful paradise." He growled lowly, a look of disgust forming in his gruff features. "Sounds like a boring hell to me."

Peter chuckled. "It's not as boring as you'd think. Equestria's surprisingly dangerous at times with stuff like dragons, hydras, demi-gods, and Twilight in the mornings- Ow!" Twilight's elbow strike was swift, connecting with the side of Peter's arm.

Captain America placed his forearm across the table and sternly stared at the girl. "Miss Twilight. What can you tell us about Discord? Doctor Strange mentioned that the Green Goblin has his powers. I would like to know what we're up against. Norman Osborn's unstable mental capacity makes him dangerous and unpredictable."

Twilight shared a glance with Peter, prompting the young man to remove his arm from around her shoulder. "In my world, Discord is the Spirit of Disharmony and Chaos, a draconequus. He's a rash individual who enjoys spreading chaos throughout the world at anypony's expense. His powers are almost limitless. He can bend reality in any way, shape, or form, and alter it to his leisure, whether its chocolate milk rain or turning off gravity. However, Discord is rather manic and is more of a nuisance than a threat. He's not necessarily confrontational. He simply wants to have fun."

Thor nodded. "He reminds me of my brother, Loki, but I fear what may happen to Midgard now that someone as evil and vile as Osborn wields such power."

Logan huffed. "Nothing good. We found that out last night the hard way."

Tony ran his fingers over his goatee. "Last night was clearly meant to set an example and put us on notice. Osborn recruited _and _brainwashed several individuals: Winter Soldier, Radioactive Man, Scorpion, Bullseye, Fin Fang Foom, the Hulk, and Sunset Shimmer just to name the ones we've seen. Most of them have been captured and are under custody, at least until we can free them from their control. Scorpion and Shimmer are the only ones unaccounted for." Shaking his head, Tony exhaled. "Again. That's just last night. It's only going to get worse from here on out. As far as we know, Osborn's already got several of our friends under his control. That's not mentioning any known criminals..."

"Hey." Peter's voice was calm but uncharacteristically deep. Fury raised his head in acknowledgement, prompting Spider-Man to continue. "Before the attack on the helicarrier, when was the last time anyone saw Osborn? Strange told me he disappeared not too long after I did."

Fury was silent, as if contemplating a proper answer before he finally responded. "It's been four years since anyone has seen Osborn, and it's been almost three since anyone heard from him. A month after your sudden disappearance, the Goblin was seen leading the Sinister Six through New York: Rhino, Shocker, Vulture, Kraven, Electro, and Doctor Octopus. They led a string of attacks across the city, making it loud and clear that they wanted you to fight them, but you never came. Rumors quickly spread that you were already killed. Others suggested you had left the city and didn't look back."

Peter folded his arms. "I should be grateful for the rumors. That's probably what kept Osborn from going after Aunt May for information and saved her from becoming a hostage."

Nick's expression remained stoic. "You know how insane he is. No question he was desperate to find you. Eventually, the Avengers dispatched the group before their attacks could reach more innocent civilians. After a few battles, the Sinister Six went underground and weren't heard from for an entire year. Speculation spread when the Rhino came crashing out of the sky and an old warehouse was engulfed in flames. We managed to pull Shocker, Kraven, Vulture, Electro, and Octavius from the wreckage, but there was no sign of Osborn."

Twilight held her hand out. "It's just as Discord told us. He managed to send his spirit through the astral plane and warned us that Osborn turned on his allies. In regards to the explosion, it was the Goblin testing out his new abilities. Sad to say, the Sinister Six didn't stand a chance. That was two to three weeks for us. By now, Osborn has full control of Discord's powers."

Fury shook his head. "It makes some sense now. When Rhino came to, he informed the authorities about what had happened. We have been trying to find the Goblin ever since. Whenever we got close, he always moved to another undisclosed location and left little to no evidence behind to follow. We couldn't figure it out. The Green Goblin was able to take down several supervillains at once with ease, but he went out of his way to stay out of sight. Unfortunately, he didn't tell his associates what he was planning with the power he had, and we couldn't use Octavius to track him down."

"How?" Spider-Man blurted out, furrowing his brow. "Doc Ock was the one who created the particle blaster that incapacitated Discord, _and _he was the one who made the device that transferred his powers into Osborn. Octavius knew _something_. I'm sure of it."

"Octavius died before he could tell us anything important," Fury blunty retorted, causing Peter's eyes to widen. "It seems Osborn knew that, too. Let's just say he was thorough in keeping Octavius quiet." Nick walked around the table, holding his arms behind his back. "All Doctor Octopus told us was that Osborn was planning something big, and we won't be able to do anything to stop it."

Twilight raised a finger. "Not quite. Discord told us about the device. Osborn's source of power is built into a small transfer device. It's imbedded on the back of his neck. If we can destroy it or remove it, Discord will be free, and Osborn will lose his extra power."

'_Snikt!' _Logan smirked, unsheathing his claws from his knuckles. "Sounds good, darling. So what's the plan? Go find Osborn and bust some heads?"

Captain America shook his head. "It won't be that easy. It's clear Osborn went out his way to lure Spider-Man back to Earth. The question is why? Is it because of a personal vendetta or something more?" Inhaling deeply, the man closed his eyes. "Besides, even if we knew where the Masters of Evil were, it wouldn't be wise for us to attack them as we are. Osborn has mind control, after all. We need a plan to make sure the same thing doesn't happen to us. We're cutting it thin as we are. For right now, I think it would be best if we waited for them to make the next move. At least until we learn what Osborn's motives are."

Peter stammered about at a late realization. "Speaking of the Hulk, where _is _Dr. Banner right now?"

"After your girlfriend blasted him with that friendship rainbow, Bruce has been feeling… odd," Tony replied, hesitantly.

"Is it anything bad? Is he still under Osborn's control?" Peter quickly questioned, his voice filled with concern.

A chuckle slipped from Tony's mouth, causing Peter to arch a brow. "No, it's nothing bad. You said the Elements of Harmony are used to repel evil, right?" Once Twilight gave him an affirming nod, Tony smiled. "Well, I don't think I've ever seen Dr. Banner so happy in my life. He volunteered to keep himself under quarantine until further notice. There are a few tests he wants to run, to see how the Hulk side of the personality was affected by the blast. Sounds like we won't be hearing from Dr. Banner for a few days, but he seems more than okay with it by how much he was humming."

"All right. Enough chit chat. We need to go over the details of your next mission," Nick Fury declared, clearing his throat. Everyone directed their gaze in the man's direction, and in turn, he turned his sight to the young couple. "Spider-Man, medical personnel haven't cleared you to go back out yet, but they said you should be fine in about a week."

Peter rose slightly to protest, but a loud pop escaped from his midsection, forcing the young man to clutch at his aching region and weakly nod and comply.

Nick turned his attention to the only female in the room, who massaged the area that perturbed her lover so immensely. "Doctor Strange informed me that attack you pulled last night on the Hulk and your time travel bit put a ton of stress on your body. He doesn't think your body can withstand putting out that much magic twice. Everything else is fine. Just don't try anything too severe, at least for a few days. For the sake of the world, I want you two to rest. The moment you're able, I hope you'll consider joining our taskforce to help stop the Masters of Evil. Will you help us save the world?"

Twilight nodded before bowing her head out of respect. "It would be an honor. Thank you. I'll be happy to help."

Spike stepped over to the round table until his large head hovered over Twilight's tiny frame. "If Twilight's staying, I'll help, too."

Peter folded his arms, shifting his gaze to the side as a hesitant expression formed in his features. "I… would personally feel better if I sent you two back home _away _from all of this." As Twilight and Spike shot him a glare, Peter sighed desolately. His eyes widened as Twilight's hand took a hold of his. Peter smiled halfheartedly, knowing he was beaten. "Twilight would never let me live it down if I tried to leave her out of the action."

Twilight smiled. "We'll help you, Fury. Just give Doctor Strange a call whenever you have a mission for us."

* * *

><p>Trixie emerged from her room with an exasperated look in her eye, the knocking at the door refusing to cease. She admitted she missed the company of her compatriots, but Trixie was still a pony who reveled in her personal space. Peace was difficult to come by with a pair like Twilight Sparkle and Peter Parker. She wanted to enjoy the short term of peace in the treebrary while she still could. However, a lingering sensation coursed through her chest. It was unsettling, but what bothered Trixie more than anything else was that she felt Peter was the source of this disturbance.<p>

The mare sighed inwardly before stopping a couple of hoof-lengths from the door. Even when that idiot wasn't around, he caused Trixie some form of misery, but she wanted to _see_ him and just know he was okay. Trixie shook her head and groaned. Whatever this feeling was that burned within, she begged for it to situate itself much sooner than later. It was already bothersome harboring feelings for a stallion, let alone one that was stupid _and _taken. She didn't need to think or worry about him anymore than she already did. It was the flaw of having a best friend, Trixie finally learned.

Having had enough, Trixie opened the door with her magic and snipped, "We do not want any."

Blissfully unaware, the gray pegasus outside giggled innocently. "Hello! I was hoping to talk with Spider-Mane- Oops! I'm sorry. He wanted me to start calling him by his real name." The mare brushed her blonde mane from her face, giving Trixie a cross-eyed smile. "Is Peter here? Did I come at a bad time?"

Trixie shook her head. "Oh, Derpy. It's you. Parker had urgent matters to attend to in Canterlot." A disappointed expression formed on Derpy's face, prompting to hastily clear her throat. "Although he told me he should return sometime today. I suppose you can wait here if you desire." Trixie could barely finish the latter portion of her statement as Derpy neighed excitedly, swooped past her, and clumsily sat on the couch in the living room. Trixie exhaled and quietly followed the pegasus until she took a seat on the opposite end of the couch, all the while cursing her sentimentality. "So what brings you here, Derpy? Is it another fan visit? Perhaps you'll need to start making appointments if you're going to come here often."

Derpy's eyes widened as her cheeks glowed to a shade of pink. She glanced away, tapping her hooves together. "Um, no. I… had a bad feeling a few moments ago." The pegasus reached into her knapsack and retrieved a letter, dropping it on the table in front of her position. Derpy inhaled deeply as her hoof fell over the center of her chest. "I thought something might have happened to Peter, so I… came here to check on him. I don't know. I just thought he might have been hurt." She bit her lip, managing to meet with Trixie's stunned gaze. "I'm sorry. It's weird, but…"

Trixie raised her hoof. "No. It's not weird. I mean, it _is _unusual, but I've experienced the same thing myself not too long ago. That raises a question. Why and what does it have to do with us?" Trixie adjusted her seat, leaning into the cushion of the couch. "For the time being, it'd be best if you stayed here. Perhaps something can answer this riddle if we simply wait." Derpy nodded, rocking in place with her tail in her hooves. Trixie raised a brow having seen Derpy's yellow gaze remain locked on the letter she brought. "If I may ask, how did you become a fan of Parker's, Derpy? It's one thing to be a fan, but I have a distinct feeling you have a crush on that idiot. Care to elaborate?"

Derpy practically squeaked at the accusation, earning a knowing smirk from Trixie. However, the pegasus kept her smile along with the blush in her cheeks. "If I tell you, do you promise to keep it between us?" Trixie simply nodded, prompting Derpy to continue. "Well…"

* * *

><p><em>Derpy rested on the bed with a saddened expression in her glossy, yellow eyes. It was meant to be another day, but as her luck would have it, everything turned for the worst. She dropped her mail bag, losing dozens of letters in the process. While Derpy retrieved what she could in the middle of the busy street, a large carriage rolled by, oblivious to the situation. The ponies pulling the carriage could not see Derpy due to her low position, and it was easy to understand how that turned out. Derpy sighed, cringing at the sharp bolt of pain that ran through her back.<em>

_Needless to say, she didn't stand a chance against that much weight, but the doctors considered the mare lucky for only suffering a broken wing when it should have been her spine that snapped._

_Derpy grimaced as her wing throbbed underneath its splint. The doctor considered her lucky, but she felt her luck was as rotten as ever. Her boss threatened to release her, as this was the fifth accident Derpy had in the past year while on the clock. Some of the letters she was supposed to deliver were destroyed from the wreckage while the others were lost, scattered across the wind. That would no doubt come out of her check again. Derpy whimpered, choking back tears and sobs. She was already known as a walking disaster by her coworkers, but her infamous reputation was spreading like a virus, especially after the amounts of property damage she had caused. She was a klutz in the worst possible way, and all of Ponyville was aware of it._

_It certainly may have explained why nopony came to see her. Everything always went wrong whenever she was around. Derpy buried her face in her hooves, sobbing as strands of her golden mane stuck to her cheeks. It wasn't her intention to be this way. She tried her best to be helpful, but her luck made life more difficult than it needed to be. Her flight coordination or lack thereof made it impossible for Derpy to pass flight school, let alone try out for the Wonderbolts. Her obliviousness made Derpy a health hazard for weather control, nopony wanting to be on the receiving end of a lightning strike again. Now, Derpy couldn't even be a mailmare without injuring somepony, specifically herself as she cruelly learned._

_Her sobs grew in volume, but somepony offered her a tissue, prompting Derpy to accept the gift without a second thought. "Thank you," she sniffed, wiping her face clean of her tears. Derpy squeaked, her crossed eyes shooting open having realized a unicorn stallion was perched by the window in a squatting position. Garbed in a pair of red and blue tights with a spider emblem over his chest, the pony was easily recognizable, asides from the flash of blond hair that stood behind the stallion. Derpy begged to leap from the confines of her bed, but her muscles ached in protest, forcing the mare to stay put. _

_However, she still had the strength to place her hooves over her gaping mouth and release a high-pitched, giddy squeal. "Oh, my gosh! Spider-Mane!"_

_Spider-Mane chuckled as he hopped into the room, leaving the window open. He offered Derpy a collection of flowers along with a card. The mare graciously accepted the gifts, placing the letter over the nightstand next to her bed while she took in the sweet aroma of her daisies. However, a small filly rushed over to Derpy's bedside, her large yellow irises centered on her. Derpy sniffled, taking the tiny, grey pony in her hooves despite her injuries. _

"_Mommy! Mommy! Mr. Spider-Mane took me flying!" Dinky peeped, nuzzling her face into Derpy's chest._

_She felt her eyes watering. Such an amazing, heroic pony actually came to visit her, __**and **__he brought her __only daughter, too. Eventually, Derpy managed to calm her nerves, to the best of her ability anyway. She wiped her face clean, but small tears fell from the corner of her eyes once Dinky nuzzled into her lap and Spider-Mane took a seat in the chair by the bedside. So what was arguably her worst day ever suddenly became one of the best, in every way possible._

* * *

><p>"So…" Derpy trailed off, wiping away at the tears that fell from her eyes. "Peter's more than a hero to me. He's my friend, a very good one. He cheered me up when I needed it the most." Choking back a sob, Derpy managed to giggle in spite of her embarrassment and flushed features. "Peter's an amazing pony. He told me not to worry about what anypony thought of me. We're friends and… he'd always have my back." Her emotions were on the rise, but Derpy found a way to push through. "I just wanted to thank him for accepting me for who I am."<p>

Trixie swallowed, her eyes stinging. It was somewhat like her connection with Peter. She lost herself and chased away everypony, but Peter stayed by her side and gave her something far more valuable than fame: a bond. She knew what Derpy was experiencing, and in essence, it helped Trixie further appreciate what she had. Both mares shared a smile, but Derpy paused, tilting her head to the side at Trixie.

"Um, do you like Peter, too?" Derpy hesitantly asked, pointing her hoof at Trixie's face. "It's just that… you're blushing."

The inside of her chest burned, matching the temperature of her cheeks, but Trixie smiled, letting down her guard for only a moment. "Peter's my best friend. Of course I like him."

* * *

><p>Peter sneezed abruptly, wiping his nose afterward. Several hours had passed. Peter, Twilight, and Spike had returned to the Sanctum Santorum. Spike chose to stay in the main lobby while Peter and Twilight went to their quarters. Twilight watched Peter diligently for the duration of the time after the meeting, nagging him not to strain his injuries. The Avengers were called away to deal with a situation at a locale called the Omega Base, the Masters of Evil having been spotted there.<p>

Peter groaned inwardly. If there was a chance for Osborn to make an appearance, he wanted to be there to help stop him, but Peter knew he wouldn't have been of much use to the others in his present physical condition. It wasn't as if he couldn't go. There had been times before when Peter fought super criminals in far worse health than his current state. By all means, he was only bruised and battered. Nothing was broken, at least he thought. In either case, there was too much at stake for anyone to take unnecessary risks. When the time was right, he would be ready to help take Osborn down.

Peter managed to smile once he typed a command into his laptop. As the computer processed the information, he turned in his seat and directed his hazel gaze toward Twilight, all while continuing to wear his costume with the exception of his mask. She approached him carefully, concern filling her violet irises, but Peter forced himself into a standing position before wrapping his arm around Twilight's waist, prompting the girl to place her hands over his solid chest in response. Peter's free hand roamed, placing itself on the back of Twilight's head. He pulled her close until their lips met, pressing further into each other by the second.

Twilight lost herself in a sea of pleasure and bliss, moaning contently as she leaned further into the kiss. They eventually parted, leaving Twilight's cheeks burning to a deep shade of crimson, and Peter grinned with that cheeky smile she grew to adore.

Twilight peeked up, refusing to leave her lover's strong grasp. "Wow… what was _that _for?" Her lips quivered, begging to taste her lover once more.

Peter instinctively obliged the girl's wish, pressing his lips against hers a second time. "It's just my way of saying I'm sorry, I love you, and…" he paused, running his fingers through Twilight's silky, lush hair as well as tightening his embrace on her body, "thanks for putting up with me." Peter hesitantly broke his hold, much to his and Twilight's dismay. He retook his seat in the chair, looking away as guilt filled his eyes. "You already have your crown back. You can return to Equestria at any time, but you're staying behind, risking your life for my sake. I just… wanted to let you know how much this means. I mean, you _don't _have to do this."

Placing her hand over his shoulder, Twilight positioned herself so that she could sit on Peter's lap. Resting her forehead against his, she made certain their eyes were fixed on each other. "I know you're worried about me, but I'm not going to stand idly by and watch you risk your life so haphazardly, especially when I know what you're up against. We made a promise, and we're going to see it through together. I can't stress that enough." She placed her hand over Peter's, allowing the young man to take it into his palm. Twilight smiled before kissing her lover's cheek. "Considering how extreme the situation has become, I have to stay and make sure you don't do anything stupid."

Peter shrugged. "I guess you got me there."

"Then we're done having this discussion. I'm staying with you and that's final," Twilight declared before directing her sight to the electronic device Peter was tinkering with. A list on the screen scrolled down through countless names and numbers. Her scientific curiosity getting the better of her, Twilight placed her hands against the desk and leaned forward in her seat on Peter's lap in order to get a closer look. "You said this is called a laptop, right? What is that exactly?"

Scratching the side of his head with a finger, Peter chuckled offhandedly. Just then, he was reminded he was indeed dating an alien from another dimension. "You can say it's a portable computer. We use laptops and computers for many reasons." Peter minimized the page and opened a new tab, showing Twilight various things such as maps, recipes, and movie posters. The gleam in Twilight's eyes grew brighter by the moment, and her excitement was becoming apparent, the girl fidgeting in Peter's lap. "With a few clicks, you can use the world wide web to find any information you want. I guess you can say a laptop with internet is a library packed in a tiny machine."

Twilight's stomach tightened while her muscles trembled with excitement, sending small tremors through Peter's body in the process. "Wow. The technology of your world is so advanced. I could barely comprehend how half of the facilities in Stark Tower worked." She turned completely over in Peter's lap, facing and straddling the young man. Twilight's eyes grew wide and pleadful, reminiscent to that of a puppy dog's stare. "Is there a way we can see more? I'd love to study the technological advancements of your world, Peter!"

Peter chuckled. "You're like a kid in a candy store right now. How can I say no?" Twilight's face flushed at the comment, but Peter kissed the tip of her nose, diminishing her embarrassment. "Since the Avengers won't be needing us for a few days, I can give you a tour of the city. Better yet, how about I give you a tour guide _and_ a date? We can start tomorrow. Does that sound good?"

Twilight nodded feverishly, giving Peter an appreciative kiss on both of his cheeks. "Yes! Thank you, Peter!"

Peter shrugged his shoulders halfheartedly. "It's a good thing Tony lent me a few thousand bucks. The least I can do is show you a good time, Twilight."

Twilight waved her hand dismissively before wrapping her arms lovingly around his neck. Her lips hovered over his, her hot yet fresh breath brushing over his mouth. "It's okay. As long as you're there with me, that's all I really care about."

Peter's lips curled into a smile as his hand fell over Twilight's hips, caressing her skin under the silk of clothing. Twilight shuddered, her pleased moans prompting Peter to continue his action. "Thanks, Twilight. There's something else I want to do today. It can come after _this_, of course." He smirked. Twilight's reactions to his touch were most satisfying. Peter ran his hand over her soft, smooth skin, earning feral pants from the girl in return. "I did a little research and found someone. In a few hours, I want to go visit that address." His hand traveled higher, _slowly_. "It'd be great if you were there with me."

Twilight's mind grew fuzzy. She bit her lip and nodded, her mind too frazzled to form words.A retort of sorts would have sufficed, but Peter's hands were striking the most sensitive parts of her skin. Twilight inwardly chastised herself, all while her body melted into Peter's arms with growls of pleasure. This was degrading. Twilight was a scholar, a top graduate of Celestia's School for Gifted Unicorns, and a princess, the centerpiece of the Elements of Harmony. She was a dignified individual, but right now, she was nothing more than a lustful girl begging for her lover to explore her body further.

It was disgraceful. Twilight's arms tightened around Peter's back. Despite how much she hated her own behavior, Twilight felt perfectly content with the urges fixed in her mind and body, to some extent anyway. After the night Twilight spent together with Peter, Cadance mentioned that love could have been just as much physical as it was emotional. However, there was a difference between lust and love, but as long as both were shared and directed toward her special somepony, Twilight had nothing to be ashamed of. Peter was the center of her emotions: her joy, frustration, sadness, anger, love, and even lust.

She would not have given him her virginity if she wasn't sure about that. Peter's mouth opened before falling over the crook of Twilight's neck. He suckled and licked at her skin, sending Twilight over the edge. By Celestia's grace, this was too much to withstand. Using what little magic and concentration she possessed, Twilight shut the light to the room off before returning Peter's affectionate actions tenfold. She still had much to learn about her developing relationship with Peter, but at least Twilight could gather that love was just as pleasurable as it was confusing.

* * *

><p>"You may have freed me from my prison, but I owe you <em>nothing<em>," the older man snarled, his crimson irises glaring intently at Osborn. His back hair was long, wafting off into ethereality at the ends, and his build was lean yet muscular, his silver armor adding to his great weight. His skin was fair, although trails of black mist escaped from his being. Sunset Shimmer approached the man, but he retrieved his blade from the shadows, holding its tip near her neck. "If you value your life, wench, I suggest you keep your distance."

Growling, Sunset gritted her teeth and held her hands up defensively. "Who do you think you are?! Master Osborn has given you a new lease on life! You would be wise to-!"

Black tendrils roared out, wrapping tightly around the girl's neck as it lifted her from the ground. The man huffed. "I am King Sombra, and no fool will lead me." Holding his hand out, the tendril tossed Shimmer across the room, sending her flying into a wall. She brought her hand over her neck, struggling to free herself. The moment Sombra sheathed his blade, he turned sharply on his heel to make his exit, but he stopped in his tracks, pausing to glare maliciously at Osborn, who smiled wickedly in his direction. "I assure you… I will be back to finish you. For now, I have an urgent matter to attend to."

Before anyone could react, the black mist spread over Sombra's body, allowing him to fade into darkness. Shimmer forced herself to her feet and hissed, pointing at the robots gathered. "Don't just stand there! After him! Now!"

Osborn raised his hand. "That won't be necessary, Sunset."

The robots scattered throughout the room froze. Shimmer raised a brow. "Why, Master? He just threatened your life!"

Osborn laughed under his breath before taking a seat in his large, stone chair. "I may not be able to control Sombra at the moment, but his intentions are clear. He wants revenge, so why would I stop him?" Resting his chin on his palm, the Goblin grinned. "Let him draw Spider-Man out. Once they nearly destroy each other, we'll take down what remains." Snapping his fingers, Osborn glanced off to the side as a feminine figure leapt from the ceiling and landed near his position. "Follow him and make sure you're not spotted."

Shimmer cackled, folding her arms once the woman jumped out of sight. "How exciting! A fight to the death, and we have front row seats! It's a shame Parker and his princess aren't on the Omega Base with the other heroes. How long do you think it will take for Sombra to draw Spider-Man out?"

Osborn smirked. "A few days at most. For now, we wait."

* * *

><p>A few hours had passed, giving Peter and Twilight time to recollect their senses. With the aid of a teleportation spell, the pair found their way to the quiet side of the city. Twilight walked hand-in-hand with Peter, who finally dressed back in his civilian clothing, but she knew he kept his costume on underneath his attire in case of an emergency. The city was much like Manehattan with a large number of populace. Twilight's violet eyes wandered, taking in as many sights as possible, but her gaze settled on her lover once he stopped in his tracks, a desolate expression on his face.<p>

Considering who they were going to see, Twilight understood why Peter seemed so disheartened. She gave his hand a gentle squeeze and followed with a simple smile. The best thing she could do was remain supportive. Her thoughtfulness seemed to have carried an effect. Peter managed to smile for the first time since they left the Sanctum Santorum. He brought Twilight's hand near his mouth and kissed it gently, causing the girl's cheeks to blossom.

Gulping, Peter glanced to the side where a small home stood. "We're here. It's just like I remember it."

The house was simplistic at best with a brick exterior. Peter opened the gate, allowing Twilight to enter the yard first before he followed. Each step he took felt heavier than the last as they approached the front door. It was as if the surrounding gravity had been increased beyond measure. If not for the girl leading the way with a vice grip on his hand, Peter wouldn't have been able to complete the journey.

He shook his head. "What am I supposed to say? Heck. What _can _I say?" They finally reached the door, but Peter turned away, begging to make a hasty retreat. "I think this is a bad idea. Maybe we should head back for the Sanctum Santorum?"

Twilight tightened her grip on his hand, her eyes staring down the young man intently. "Your palms are sweaty and your body temperature is rising, tell-tale signs of nervousness."

Bemused, Peter blankly stared at the girl. Twilight was unusually perceptive whenever the mood suited her, particularly at times when Peter was troubled with something. It was as if she had her own sixth sense, but whereas Peter could detect immediate danger, Twilight could tell when something was amiss with her boyfriend. A concerned girlfriend sense, one may call it. Peter furrowed his brow and shook his head, quietly denying the girl's accusation, but his breathing accelerated the longer Twilight held a knowing glare in his direction. How ironic was it that Spider-Man faced countless near-death scenarios without flinching, yet his tiny girlfriend terrified him to no end.

Peter let out a defeated sigh. 'Fine. Okay. I'm a little nervous, but can you blame me?" His expression softened and his shoulders fell in a slump. "I disappeared without a trace. No phone call. No letters. No nothing. As far as she knows, I either croaked or stopped caring enough to visit." His voice wavered. "What can I possibly say to make up for four years?"

"The truth," Twilight said without hesitation, causing Peter's eyes to widen. While the stare in her eyes remained firm, Twilight managed to give Peter a warm smile. "All things considered, this may be your last chance to find closure, and what better way to start than telling the truth? After everything you two have gone through, I'm sure she'll just be happy to see you're okay." Nodding, Twilight raised Peter's hand and brushed it against her cheek, kissing the top of it affectionately. "You don't have to worry. I'll support you no matter what happens. I promise."

Cupping Twilight's chin with his hand, Peter grinned before guiding his lips into hers. "I can't say it enough. You're the best, Twilight. I'm lucky to have you."

Once they parted, Peter inhaled deeply and turned his back to the door, all while waving Twilight on. She did as she was told and knocked on the door. The sound of shuffling and rummaging behind the door came from inside before footsteps steadily approached the door, a silhouette pausing behind the curtains. As the tumblers in the lock came undone, Peter felt his heart rate quicken. Glancing out of the corner of his eye, he poked the back of Twilight's hand, prompting the girl to look back for a second.

"I love you," he weakly muttered, his tone pathetic.

A blush, as well as a sweet smile, formed on Twilight's features. "I love you, too," she whispered, sharply turning around just as the door opened.

An older woman stepped out, furrowing her brow at the sight of a young girl who smiled a greeting and a man with his back turned. Her height was shorter than that of Twilight's, and their differences were within their age and complexion, the older woman's hair light grey and skin slightly wrinkled yet fair.

Realizing she was staring, Twilight shook her head, giggled nervously, and awkwardly extended her hand. "Um, hi! Ms. May Parker? My name is Twilight Sparkle, and I've heard so much about you from someone special. It's a pleasure to finally meet you!"

An awkward silence occurred between both women, adding to Peter's nervousness, but any embarrassment Twilight might have felt was dashed when May smiled, accepting the gesture via a soft handshake. "Well, aren't you the sweetest, most beautiful thing ever?" she honestly replied, her smile remaining intact. Twilight's face burned, causing the older woman to chuckle softly. "I'm flattered you've heard about me. May I ask who is that special someone? Is it your shy friend who is too shy to face me?"

Twilight nodded, grabbing Peter's hand once his posture stiffened. "Yes, Ma'am. He's my boyfriend. He's very sweet and eager to meet you." She edged closer, smiling. "Say hello."

Peter exhaled, lifting his gaze from the ground. He felt like an ant fighting the sun, so small in a large world, yet Twilight was a beacon of light, chasing the darkness that threatened to engulf his confidence. No matter what happened, she would be by his side regardless. Slowly but surely, Peter managed to turn around and face the older woman, revealing his face to her for the first time. May's eyes shot open and her hands fell over her mouth, tears quickly falling down her cheeks. Twilight relinquished her hold before stepping back out of respect. Peter's smile was weak, matched only by the saddened look in his eyes.

Three and a half months shouldn't have felt like an eternity, but it did for Peter, who missed his mother figure beyond comprehension. He had no idea if Aunt May would shun or embrace him. The idea of rejection from her was a horrendous thought, more so than Venom and Carnage combined. However, that idea was swiftly cast out. Sobbing, May rushed over to Peter and embraced her nephew. Closing his eyes, Peter smiled as he returned his aunt's affection. Twilight smiled, sniffling at the sight of her knight's trembling shoulders and tear-stained smile.

"_I'm home, Aunt May."_

_**To be continued…**_


	46. Homecoming, Part IV

_**Chapter Forty-Six "Homecoming, Part IV"**_

_Thirty Days Remain Until the Portal Closes…_

Peter paced across the room with his arms folded, groaning as he struggled to pull his gaze from the ground. "Aunt May. There's no easy way for me to put this."

"What are you talking about?" May snapped, wadding the soaked tissue in her hand. "You have been gone for _years! _You never called or anything! Good Lord, Peter! I thought you were dead!" She shook her head. "What's worse is that you come back telling me a story like _that?! _Trapped in another world? Honestly!"

Slapping his hand on his forehead, Peter exhaled. "It's the truth!" Only a few minutes had passed, but it felt like an eternity for Peter. His aunt had every right to be furious. He rubbed the sides of his temples. Peter was handling this as badly as he anticipated. "Look. This isn't easy. I knew you would think I've gone around the bend." Exhaling, Peter shrugged. "Fine. Maybe this will be easier to believe."

May nearly shrieked as Peter flipped into the air, perching himself on the ceiling. He stood in the middle of the living room with his shirt lifted, revealing his costume underneath. Twilight sat quietly on the couch, while May stared at her nephew, eyes wide and mouth agape. The young man sighed inwardly. In this particular situation, there was no way to mince words. To convince his aunt of the truth, he had to introduce her to his alter ego, Spider-Man.

After a brief but awkward amount of time, Peter lowered his shirt, exhaled, and started to flip from the ceiling, but his foot tore a weak spot in the plaster, causing a chunk (and Peter) to fall. Peter landed on his hands, recollecting his balance. He ripped the piece of ceiling from his heel, but before anyone could react, Twilight extended her hand and violet energy enveloped the material. May slipped into her seat, weak-kneed, as the plaster found its way back to its place in the ceiling. Snapping her fingers, Twilight caused the material to glow brightly before dissipating, erasing all evidence of any damage.

"My Lord. How long?" May managed, patting her hand over her chest to calm her beating heart.

Peter flipped to his feet and ran his fingers through his hair. "Since I was fifteen."

"So this entire time…" May trailed off, her hands fidgeting in her lap. She shook her head, glancing off to the side before directing her sight back to her nephew. "It's no wonder you were always able to get those pictures. It's surprising, but it _does _make sense." Her initial shock subsided, and a smile formed on her face. "My nephew, Spider-Man. Even when the Daily Bugle labeled you a criminal, you continued to save people and take pictures of it. You left quite a mark on the city. When Spider-Man disappeared - or rather, when _you _did - criminals practically took over the city. The Bugle even went bankrupt, without more libel against their favorite whipping-boy to sell their rag."

Peter's eyes widened. "Seriously? They went out of business? What about JJ?"

May shook her head. "No, the Bugle is still in business. It's clear they're on their last legs, though. Spider-Man was the reason they were so successful, financially. However, when the crime rates rose and you were nowhere to be found, people finally started realizing how false some of the Bugle's accusations were." The older woman inhaled deeply, before continuing. "I went to the Bugle personally. I asked where you had gone to, but they hadn't the faintest idea. No one had seen or heard from you, it was as if you just disappeared. I was afraid you might have committed suicide over Gwendolyn, you took her death so hard. I assumed the worst and eventually grew to accept the possibility."

Shame filling his eyes, Peter turned his head to the side. "I'm sorry, Aunt May. I didn't mean to worry you."

May's smile grew. "It's quite all right, dear. I'm grateful and happy. My Peter is a hero, Ben would be so proud if he were here right now." As Peter recoiled at the sound of his uncle's name, May shifted her attention to Twilight. "So, you're the reason my nephew has been gone for so long? It's still rather difficult for me to believe you're not from our world. You look so normal. Why is it that Peter was the one you summoned? Our world is full of heroes."

Peter rested his chin in his hand. "That's the same thing I said."

Twilight nodded. She doubted May would take well to her real form being a pony, so she hadn't said anything when Peter glossed that part over, and she didn't say anything now. "Yes, ma'am. My village was in danger, and I performed a spell that summoned the greatest hero in any world that existed. As a result, Spider-Man was the one who appeared, but it was only before I learned the spell was irreversible." She sighed as her gaze fell to the ground. "I'm sorry. It _is _my fault. I was desperate to save my friends and didn't stop to properly think about the repercussions. Peter was forced to adapt to our culture, and not once did he complain."

"Besides for all the times you woke me up before daybreak?" Peter deadpanned, causing Twilight to nudge him in the side.

Despite the remark, Twilight's cheeks burned while her lips curled into a smile. "Over time, I found out we had so much in common. I needed help figuring it out, but I fell in love with Peter. He returned my feelings, and the past few weeks have been so wonderful." Peter's arm fell over the girl's shoulder once her voice began to waver. Twilight smiled, leaning into her lover. "I couldn't be happier…or luckier."

May chuckled softly. "I'm happy for you two." Smiling playfully, the older woman took a glass of lemonade in hand, prompting Twilight to lift her own magically. "Are you keeping my nephew out of trouble? It sounds like he's as lazy as ever."

Twilight stared flatly at Peter from the corner of her eye. "That's an understatement, Mrs. Parker. I'm usually the one who has to wake him up every morning. He's also forgetful and absent-minded. I can't tell you how many appointments he's nearly missed."

Peter rolled his eyes and shrugged. "Everybody's a critic."

Twilight patted his thigh, laughing. "Peter's very sweet, but he's a complete mess at times. Someone has to keep him in check."

May's eyes widened before she smirked devilishly. "Oh, I _love _her, Peter. Make sure you treat her nicely and do as she says." Peter grumbled incoherently, though the words 'bossy women' figured prominently, and Twilight elbowed his side, prompting the young man to give his aunt an affirming nod against his will. May watched the couple with a sweet smile, but a realization came to her, and her expression fell into sadness. She gently placed her glass back down on the table, sighing. "Peter, is it true that you can't stay?"

Peter could see his aunt's obvious sorrow. He shook his head. "I'm sorry, but it took Doctor Strange a lot just to bring me here for a short time, so thirty days is all that I have left here on Earth. After we take care of the Goblin, there's no way I can come back." Peter reached over and took Twilight's hand into his own, squeezing it gently. "Besides, I'm needed in Equestria because I've been able to make a difference there. Not to mention, as my duty as a knight and prince, I'm sworn to protect Twilight and the rest of the country. With great power-"

"-comes great responsibility. Goodness, gracious. You sound just like Ben now," May stated, brushing her face free of a stray tear. Again, Peter cringed at the mention of his uncle, but May remained oblivious, standing from her seat with a renewed sense of vigor. She walked over, embracing Peter the moment he stood. "I always knew you were special, son. I couldn't be more proud of you." Cupping the young man's face in her hands, May stared deeply in her nephew's eyes with a teary-eyed smile before stepping back toward the kitchen. "I know it's late, but would you two like something to eat?"

Peter waved away the offer. "Save it for tomorrow, Aunt May. We should head back to the Sanctum Sanctorum before it gets too late."

The older woman's shoulders slumped, disheartened. "Can't you stay? You've only got a month before I lose you again."

Peter kissed her on the cheek. "I'm sorry, Aunt May. We have to stay at the Sanctum with Doctor Strange. The spell keeping me here on Earth needs to be recharged every day or two, and I need to stay near him, but I can come visit while I'm here."

May put on a brave face for her wonderful nephew. "Please do. It's been so lonely here without you."

As he helped Twilight from her seat afterward, Peter offered his aunt a weak yet sincere smile. "I'll be giving Twilight a tour of the city tomorrow, we'll stop by around lunch time. Make sure you bake your world famous apple pie. No one has really lived until they've tried it at least once." His eyes widened at a late realization. "Oh, Aunt May! No meat! Twilight can't eat meat, her species is herbivorous. Dairy, eggs, and small amounts of fish are okay, but it'd be _really _awkward if you tried to feed her some roast."

Twilight raised her brow. "Roast? What's that?"

Chuckling nervously, Peter dismissed it with a wave of his hand. "I'll tell you when we get home." Shifting his gaze back to the older woman, Peter placed his hands over her shoulders. "How about it, Aunt May? Noon sound good? We'll even let you meet Spike, Twilight's purple and green pet dragon. He's huge, but he's a softie."

"Like Barney?" May suggested innocently.

Peter rolled his eyes. "Barney's a dinosaur, Aunt May. Spike's way cooler and far more intelligent. Plus, he doesn't mangle show tunes so that's always a plus."

"What's wrong with show tunes?" Twilight balked. Having received a blank stare from Peter, she motioned with her finger. "Anyway, Spike's my assistant and he's like a baby brother more than anything."

May's hands clapped over her mouth. "He sounds like a sweetheart. So he likes show tunes? Does he like instrumental music? Maybe Spike would like to hear my Kenny G collection."

Shaking his head, Peter moaned. "Aunt May! Stop that. I'd rather you not scar me for life again. Anyway. After lunch, we'll take you over to the Sanctum Sanctorum to visit Spike. Bake a few extra pies for him. His appetite is a lot bigger than it used to be."

Escorting the young couple to the door, May grinned. "Of course, Dear. I'm looking forward to meeting him and to seeing you again. I know you won't be late with Twilight around you." The action was expected, but May wasted no time embracing Peter once more, clutching him as if she was afraid he would disappear again. Hesitantly, she relinquished her grip. As Peter stepped outside, May stole a hug from Twilight, earning a surprised "Eep!" from the girl. "Thank you for watching after Peter. I'm counting on you, okay?" she whispered, sharing a warm smile with Twilight afterward. As the pair walked off, May closed the door and allowed her tears to run. "Oh, Ben. I thought I lost him, too."

Once they were out of sight and hearing range from anyone, Peter stopped in his tracks and stared at the dark, cloudy sky. "Twilight. You should head to the Sanctum Sanctorum. I'm…going to be a little late."

Twilight slowed to a halt before arching a brow at her lover. His entire demeanor had changed so drastically in a short span of time. He was nervous on the way to his aunt's, more than Twilight had ever seen before. Then, as he conversed with May, Peter was happy, practically giddy in the company of his surrogate mother, but now, evident by his dreary demeanor, the young man appeared to have been consumed by sorrow. Twilight edged closer, but Peter diverted his gaze to the side, as if desperate to avoid eye contact. They remained silent, each waiting for the other to budge. The only sound heard between the pair was the wind rustling through the autumn leaves.

Twilight closed the gap before reaching for Peter's hand, squeezing it tightly. "I'm in no rush. Where were you planning on going?" she asked, displaying her resolve and affection.

Peter bit his lip, forcing his gaze to meet with the girl's violet eyes. "It's not that I _don't _want you to come. It's just…" Peter paused to clear his throat. To the trained ear, he only just masked a sob. Peter forced a smile as best he could before Twilight could comment on his previous act. "I'm not going to a happy place. I just didn't want to bring down your mood."

Twilight shook her head. "You're not going to get rid of me that easily. Besides, you're upset. I know you. It's not a good idea for you to be alone right now." Her hand trembled as it clung onto Peter's. "Let me come with you, please?"

Peter closed his eyes and sighed. Twilight was as observant as ever, and it was proving to be rather frustrating. Before coming to Equestria, Peter practically made a living out of keeping secrets, but that had changed since Twilight came into his life. What was worse was his inability to say no, a trait he'd never excelled at to begin with. In the past, his dual-life gave him the strength to deny the requests of others. Even Gwen was on the receiving end of this, as she didn't know Peter Parker and Spider-Man were one and the same.

However, Equestrians seemed to be impervious to Peter's trump card, especially the mare that stole his heart. Peter wanted to say no, he really did. This was something personal he wanted to deal with, but Twilight was the center of his life now, meaning it was fruitless to attempt to be secretive with someone who already knew so much about him, if not virtually everything. Peter groaned inwardly, cringing at the glossy-eyed, pleading stare Twilight held above her flustered pink blush. If all else failed, Twilight would resort to the puppy dog eyes, and for Peter, the end result would be the same.

It was completely unfair - not that he minded, deep down.

With a defeated smile, Peter wrapped his arm over Twilight's shoulder before continuing to walk. "All right, you can come along, but we'll have to make a quick stop at a flower shop first." The sound of thunder roared in the clouds as the sky darkened. Peter sighed, his feelings similar to the impending weather. "We'll need an umbrella, too."

* * *

><p>Soft knocking echoed at the door, catching Derpy's and Trixie's attention, and their ears perked. The unicorn groaned, forcing herself from the plush comfort the couch brought, but the pegasus whimpered, trembling as she quietly retreated to a chair near the back of the living room. Trixie paused, having noticed Derpy's movements. She strayed from her original path to the door and walked over to the blonde's position, placing a hoof over her shoulder.<p>

"As far as Trixie is concerned, we're friends here," the unicorn declared, using her strength to pull the pegasus from her seat. Trixie led Derpy by her hoof, guiding her back to the couch. "Nopony is going to judge you. Trixie will make certain of that." Her words were honest, cueing Derpy to reply with a weak smile before taking a seat. Trixie trotted back on track once its knocking continued, but the moment the mare opened the door, her enthusiasm diminished at the sight of four troublesome fillies waiting with smiles. "Oh, goody. It's you. Trixie shall call damage control."

Applebloom skipped inside while Babs Seed followed closely behind, grinning. Scootaloo stopped in her tracks once Sweetie Belle bounced into the abode with a card in her mouth, but she eventually followed her friend, albeit with a hesitant expression.

Trixie shrugged before closing the door. "I shall warn you girls now, your beloved leader is not here." Much like Derpy had done earlier, the group of fillies grew saddened by the news, particularly Sweetie Belle who was on the verge of tears. Trixie frantically waved her hooves. "What Trixie meant is that Peter will return sometime soon. So… you're welcomed to wait here."

As if she were never sad, Sweetie Belle squeaked in delight, prompting the others with the exception of Scootaloo to mirror her actions as they hopped on to the couch with Derpy. Trixie lowered her head, dismayed how much Parker's soft-hearted nature had contaminated her. However, the unicorn brushed those thoughts to the wayside before she retook her seat in a comfort chair across from the couch.

Trixie sighed. "So what brings you girls here? Another crazed attempt to earn your cutie marks? Shall I grab the first aid kit for Parker's sake?"

"Well…" all four fillies murmured, trailing off as their ears fell into their manes. Trixie and Derpy eyed the group but maintained their silence. Eventually, Applebloom leaned forward, nervously brushing her hooves together. "It's just that… we thought something was wrong with Peter."

Trixie's eyes widened once the other Crusaders weakly nodded. "By the stars."

Scootaloo folded her hooves and groaned, glancing off to the side. "This is stupid! I keep trying to tell them it's nothing!"

Derpy edged closer to the young pegasus, smiling. "It's okay. There's nothing to be ashamed of. Trixie and I felt it, too." Scootaloo's head shot up and ears perked. Derpy nodded, placing her hoof over her own chest. "Was it a strange, tingly feeling right here?" Scootaloo, and Derpy frowned. "It almost hurt, too, didn't it?" The filly's face was as red as a tomato, but she nodded, prompting Derpy to nudge Scootaloo. "Did you just have a feeling that had something to do with Peter?"

Scootaloo stammered about, her hooves fidgeting under her body. "Y-Yeah. I don't know why, but I thought Peter might have been hurt." She pointed her hoof towards her friends. "They felt it, too. That's why we came over, to see if Peter was okay."

Trixie brushed a strand of her silvery-blue mane behind her ear. "There is a strange phenomenon going on, and I wonder if it's affecting those closest to Parker. It's a wild accusation, but for now, you four should stay here until we can figure this out."

The Crusaders gave no objection. Applebloom and Babs Seed started conversing with Derpy, who was more than eager to talk with the fillies. Sweetie Belle slid from the couch, placing her card on the table next to the one Derpy left before joining the Apples in their conversation. Trixie's violet gaze remained fixed on Scootaloo. The young pegasus peeked out of the corner of her eyes, and the moment Trixie motioned her hoof, Scootaloo joined the unicorn in her chair, snuggling her way into the space available. Both mares glanced away uncomfortably, their needs for personal space becoming apparent as their tails whipped away from the other, but they swallowed their pride and eventually settled their nerves.

Trixie cleared her throat. "I can tell you felt it first. It tells me you have strong feelings for Parker." Throwing her hoof over her mouth, the unicorn masked a snicker. "It's not as obvious as Sweetie Belle's feelings, but-"

Taken aback, Scootaloo's eyes widened and her wings flapped feverishly. "I-I don't have a crush on Peter…!" Her response was quick, too much so.

Trixie smirked. "There's no shame in admitting to your feelings. I know it's something you're not used to." The unicorn paused, staring at the other Crusaders and Derpy. They were so engrossed in their conversation that they didn't hear Scootaloo's outburst. Trixie playfully nudged the pegasus. "Trixie knows what it's like to like somepony and try to keep it a secret. I also know what it's like to like somepony who is out of reach. I do it all of the time with Peter." Scootaloo tilted her head to the side before Trixie gave the filly a warm smile. "Tell me how it started for you. I promise I won't tell Peter or anypony else."

"I'll hunt you down if you tell anypony," Scootaloo warned, shifting her eyes to the ground afterward. Nodding, Trixie chuckled. Scootaloo took several deep breaths, her face growing hotter by the second. The usually fearless pegasus felt unimaginable levels of trepidation, beads of sweat forming over her forehead. Exhaling, Scootaloo gave into Trixie's plight. "It started a few weeks ago."

* * *

><p><em>Scootaloo gritted her teeth, straining as she used every ounce of strength in her body. Her wings flapped profusely, practically buzzing. They struggled to lift the weight of the pegasus and could barely maintain levitation a few hoof-lengths from the ground. The muscles in her wings began to tire, cramping from excessive use, but Scootaloo ignored her body's pleas, determined to prove she was a future Wonderbolt.<em>

_Those taunting words pushed her onward. Dodo. Chicken. She was neither. Scootaloo was a pegasus, ready to prove the world wrong, but gravity proved to beat her better once more, forcing the filly to plummet to the ground helplessly like a rock. However, a pair of hooves reached out and caught the filly before she could meet with the ground._

_Peter smiled. "That was better, but the dive was premature. I give you an eight."_

_Flustered, Scootaloo squirmed her way out of Peter's grasp, managing to land on her hooves, but she turned away, hiding her flush. "That's the sixth time today! I'll never fly at this rate!" The filly slid her helmet from her head before tossing it over her shoulder in a huff. "Diamond Tiara was right! I'm just a stupid dodo!"_

"_Hey, hey, hey. Easy, Scoots," Peter calmly stated, catching the filly's helmet that would have otherwise struck him in the face._

_Once he recollected his balance, Peter's ears perked at a peculiar sound. He stole a glance out of the corner of his eye, finding Scootaloo wiping her hoof over her eyes and choking back a few sobs. Despite being the toughest of the Crusaders, both physically and emotionally, flight was always a touchy subject for Scootaloo. Considering her role model, Rainbow Dash, was becoming one of Equestria's premiere fliers, it was understandable why the filly set such a high bar for herself, but Peter knew she was still just a child needing support, even if Scootaloo repelled the idea to a fault. _

_The stallion walked over to the filly, and before she could respond, he lifted her tiny frame into his hooves with a warm embrace. Initially, being somepony who deterred from physical contact with others, Scootaloo readied to free herself from the stallion's hold._

_Peter grinned, nuzzling the filly affectionately before she could escape. "You're no dodo, Scootaloo. You're a pegasus in training." Swiftly, he kissed the center of Scootaloo's forehead, sending a heat wave through the filly's face. Oblivious, Peter's smile remained intact. "Most important, you're my little buddy. So don't worry about what anypony has to say. Everypony falls but only some get back up. That's why I'll always have faith in you, Scootaloo. You-"_

_Peter's words fell into his throat as his eyes shot open. Scootaloo's blush had grown to a deep shade of crimson while her mouth hung open and light violet eyes glazed over, starstruck, but that wasn't what startled Peter. The filly was lost in a daydream, her widened gaze settled on nothing in particular. Scootaloo's wings flapped with unmatched enthusiasm and strength, lifting the filly several meters from the ground. She continued to ascend, levitating near the tip of a tree. Peter's amazement turned to horror, prompting the stallion to shake his head and yell out at the top of his lungs._

_Figuratively speaking, Scootaloo's head was in the clouds, but if this continued, that saying would become actuality. Fortunately, Scootaloo shook her head, freeing herself from her self-induced trance, but she shrieked, having realized where she was. The filly waved her hooves in a frantic, circular motion, as if trying to swim rather than fly, but it was to no avail, gravity snatching the filly from the air. Scootaloo slammed her eyes shut as the ground neared, but Peter positioned himself under the filly's shadow, extended his hooves, and caught her, like a ball in a mit._

_After a few moments, Scootaloo opened her eyes and babbled incoherently once her mind registered she was being cradled. However, instead of displaying her usual hostile attitude toward this compromising position, the pegasus sighed, using her hoof to hide the blush on her face._

_Peter chuckled. "Well, you flew __**and **__delivered a perfect dive. I give you a ten." Perhaps it was out of instinct, but while Scootaloo averted his gaze, her body snuggled into his hooves. Peter's smile widened before his hoof ruffled the filly's mangled mane. "I knew you could fly. It's just mind over matter. You will have it perfected in no time."_

_Her mind was fuzzy, unable to tune out the image of Peter kissing her forehead or the strange tingling that ran through her stomach. She didn't like it. It was wet and nasty, at least that's what a part of her wanted to think, but the unwavering smile she bore spoke the truth. it may be a while until she could fly properly, but Scootaloo was fine with the progress she was making. She would fall, but she would always get back up, especially with Peter supporting her. Scootaloo's mind ran a bit further, but she had a better idea of why Sweetie Belle was infatuated with him, not that she cared._

_Scootaloo was practically burning. "It's not like I liked it or anything, but…" she paused, throwing her helmet back over her head, "do you think you can kiss me more often?" Scootaloo cleared her throat. "I mean… for my flying lessons. That's all! It could help with my parkour lessons, too!" Her giddiness was getting the better of her. "That's why you're called Peter Parkour!"_

_Peter was lost. "That's Parker…"_

_Scootaloo shrugged, grinning. "It's not my fault you can't spell."_

* * *

><p>Trixie snorted involuntarily. "That's adorable."<p>

The filly's ears lowered but her glare remained firm. "Remember, you promised not to tell anypony." She glanced away. "I don't get it, whenever Peter's around, I'm really happy. Is it weird that I really like him for… just being around? I know he's dating Twilight." She groaned, rolling her eyes. "Good grief, he can't stop talking about her sometimes." Shaking her head, Scootaloo's blush glowed. "I mean, I don't care about the kiss! It was so… yuck!" Scootaloo exhaled, folding her hooves in a pout. "So why do I still like it?"

Trixie shrugged before her silver-blue tail wrapped around Scootaloo's body, giving the pegasus added warmth. "It's because Peter's a weird pony, one who has a strange effect on those around him. Myself, included." While the conversation between the other Crusaders and Derpy continued, Trixie shook her head and whispered into Scootaloo's ear. "Peter's out of reach, and we have to accept that. Sometimes, you just want to see somepony happy. As long as he's happy, I'm okay." Trixie smiled. "That's why I'm okay… with keeping my feelings a secret. I refuse to put Peter's happiness in danger."

* * *

><p><em>A Few Days Earlier (Equestria)<em>

_The coronation was finally complete. Princess Twilight Sparkle and Prince Peter Pony Parker were officially established, made known to Equestria. Now the party festivities could begin. Everypony danced in the lobby, at least those who had a partner. Twilight's face was flushed to a shade of pink. Being the center of attention was never something she aimed to do. Considering history was just made, it was not surprising that everypony watched her movements carefully. Being known as a notoriously bad dancer among her friends didn't help either. The last thing Twilight wanted to do was to make a fool of herself on her first night as a princess._

_Peter smiled, lifting the mare to an upright position with his hoof carefully placed around her hip. Twilight seemed surprised at the gesture, releasing a soft squeak, but she was content, instinctively placing her hooves over the stallion's shoulders to maintain her balance. Their faces were only inches apart, the tips of their noses gracing each other. Peter smiled widely, prompting the mare to shyly return his gesture. He maneuvered his hindlegs slowly, giving Twilight ample time to follow his movements. If one didn't any better, Twilight appeared to be a decent dancer, even if Peter was leading._

_Twilight giggled nervously, finding herself lost in Peter's hazel eyes. "Most of the time, I'm used to being the hero, but right now, you're my personal hero."_

_Peter chuckled. "That's my job now, isn't it?"_

_All eyes were on them, but Twilight's gaze refused to leave Peter's. _"_**Don't let me go."**_

_The stallion leaned forward, pressing his lips against hers. "I wouldn't dream of it."_

* * *

><p>Rain poured from the sky, dampening the concrete jungle that was the city. The settings were somber and quaint with slabs of marble scattered across vicinity, each protruding from the ground. Twilight stood with her umbrella perched over her head, shielding her frame from the surrounding storm. She maintained her silence out of respect, as it was a resting place for the dead, but that was proving to be rather difficult. Peter knelt in front of one of the graves, pausing to run his fingers over the name imbedded on the stone before retrieving a rose from the damp box by his side.<p>

He tossed the dead flowers in the pedestal away, carefully putting the rose in their place. Despite how drenched his hair and clothes had become, Peter took his time to murmur a prayer. Twilight, upon seeing the young man lower his head, mirrored his action but kept her distance a few feet away. Seconds later, she opened her eyes and stole one final glance at the grave, which read 'Benjamin Parker.'

"It's my fault he's here. I should have told Aunt May the truth," Peter stated, his words slicing through the silent air. Placing his hand over his knee, Peter forced himself to a standing position, but his gaze remained fixed on the grave and back turned to Twilight. His hair fell over his eyes, but the young man didn't care, his concern centered only on those around him. "I was a stupid kid. A good man died because I didn't do anything. It's redundant, but I wish I could go back and apologize to him. It won't change anything now, but he would at least know that I loved him."

Twilight stepped forward, reached out, and hesitantly placed a hand over Peter's soaked shoulder. "It's been years since your uncle died. Telling your aunt won't change anything. It was an innocent mistake on your part. You had no way to foresee what would happen. Besides, your uncle _does _know that you love him." Peter turned at the latter statement, only to be greeted by a close-eyed honest smile from his lover. "Just because your uncle isn't here physically doesn't mean he isn't spiritually. The connection you two have can never be severed. After all, he was more of a father than an uncle to you." Twilight opened her eyes and nodded, never losing her smile for a second. "That's why I know he's still watching over you, and I'm sure he's proud of what you've become."

Nodding, Peter sighed. "I hope you're right, Twilight." Freeing his hair from his vision, Peter reached down for his box and walked over to the girl. "There's one more person I need to see," he whispered before continuing his path through the cemetery.

Twilight followed, shivering involuntarily as some drops of rain breached the defenses of her umbrella. It took a few moments, but the journey had been completed. Peter quickly pulled his rose from the box, not caring once the wind snatched the cardboard from his grasp, and placed it within the grave's pedestal. He lowered himself onto a knee, but his will could no longer stand, unable to control the immense sadness his emotions held back.

Through a choked voice, Peter shook his head as his tears fell, matching the rain that poured from above. His shoulders trembled, no longer bearing the great strength his alter ego was known for. He placed his hand over the grave. The entire world had fallen on him, but Peter didn't care. For now, it was well-deserved in his eyes. An innocent woman was dead because of his actions.

Peter's fingers trailed over the name etched in the stone. "I'm so sorry, Gwen. This didn't have to happen. I should have saved you..."

His life was filling with new memories, but the old would always remain. Gwen Stacy was the first woman he ever loved, and her life ended much sooner than it should have, all thanks to Osborn's sadistic vendetta and Peter's reckless attempt to save her. Even the thunder's roar above could not mute that horrible 'SNAP' from the young man's memory. Gwen's death could have been prevented in several ways. Peter could have tried a different method of webbing to stop her death plunge, but the easiest alternative was to simply tell his former lover the truth.

Yet, she _hated _Spider-Man for what happened to her father. Had Peter been upfront with her from the start, Gwen probably would have broken up with him. It was a possibility, one Peter wishes he took. He would have taken a failed relationship over Gwen's death. In a sense, it was selfish, and Peter had to live with the fact he had a hand in his former lover's death. It was his greatest failure, one Peter would never live down. The young man forced himself to stand, but the rain could not mask his tears or sorrow.

Peter's hand fell over his face, trembling as it gripped strands of his wet hair. The moment he turned around, Twilight dropped her umbrella, wrapped her slim arms around Peter's neck, and buried her face into his soaked neck, squeezing her lover with all of the strength she could muster. The wind whipped her hair violet hair about, but it eventually stilled against her back, thanks to the added weight of the rain it absorbed. The temperature dropped to a chill, making her breath become visible in the air, and her body shivered, succumbing to the weather.

Twilight dug her fingers into Peter's shoulders, refusing to let go. Should he fail, Twilight's life was as good as forfeit, but the thought never crossed her mind, not once. She only wanted to stay by his side, to show the love they shared for each other was worth a thousand times the impending danger. Peter gritted his teeth, Twilight was stupid for believing in him. His defenses crumbled, much like the rock that turned into dust. Peter threw his arms around Twilight's body. It wasn't right, he didn't deserve this, yet he couldn't turn it away.

Peter loved Gwen, but he could not dwell on her death. He vowed to cherish the connection they shared. Through that, Peter would always remember the best times he had with Gwen, and that would push him further to protect what he had now: a much stronger love for someone who saved him from despair. Twilight was his present _and _future. To say Peter loved Twilight more than Gwen was certainly a fact, although it seemed taboo in some aspects. Peter tightened his grip as a sob escaped from his mouth. He couldn't deny his feelings, nor would he even try.

Gwen was his first love, but today, Peter had to say goodbye and thank you. He could never visit her grave again. Through Gwen, Peter knew to never fail his love again. It was his duty as Twilight's knight and lover. Peter promised to protect Twilight with his life, for his sake, as well as Gwen's. He clutched Twilight's body. He would _never _let her go.

* * *

><p>The Web spread, each strand finding a new place to settle, but the center remained in disarray, its threads unable to join together. Madame Web leaned forward with her elbows on her knees. She studied the phenomenon tirelessly, but no explanation had come into mind. Spider-Man's life was meant to end, but his strand in the Web had already been severed. Madame Web held her hand out, in turn lifting the broken strands telepathically. She would attempt to fix the Web again, if only to find another clue to Peter's disconnection, but the strands glowed with a bright shade of violet before separating completely from the rest of the gossamer.<p>

Cassandra's eyes widened behind her crimson blindfold. "What is the meaning of this?"

The strands spread, creating a new Web. Images of Equestrians filled the threads, each finding a place along the Web, but at the center, the main strand glowed with a crimson light and violet gleam. Suddenly, Twilight's image appeared, alternating between her pony and human form. The entire Web transformed once more, this time taking the shape of a violet star. However, at the center was the insignia of a black spider. Before Cassandra could react, the symbol disappeared in a bright flash of light.

Images rushed through the confines of her mind, but she remained focused, sorting through to see where the Web was traveling. Eventually, it found its hosts. Peter and Twilight were sound asleep, the girl cuddled with her back pulled against the man's chest. The insignia neared, morphing into an orb of violet energy, and rushed into Peter's chest before fading. The image came to an abrupt end, sending a throb searing through Madame Web's cranium. She massaged her temples with her fingers. Doctor Strange's words regarding the connections Twilight and Peter had back in Equestria finally began to make sense.

Madame Web nodded. "I see, I understand now. Spider-Man has begun to form a new Web of Life on Equestria. However, Peter is not the center of the Web. Twilight Sparkle is." The vision was faint, an image of a crimson web with a violet center appearing before disappearing. Cassandra raised her head. "I feel that Peter has _become_ the Web of Life. He is not aware, but I can sense several connections are beginning to form within. I must study this further, but I am starting to believe that Twilight's ascension as an alicorn may be the cause of this change since her spirit has merged with Peter's."

Madame Web flicked her wrist and the surrounding Web disappeared from sight. "Perhaps this may prevent Spider-Man's death, I can only pray for the best."

* * *

><p>Luna traversed through a blue, spiral wave. The journey was proving to be more difficult than she anticipated, but there was a light at the end of the tunnel. Inhaling deeply, she ripped through the vortex, skidding to a halt once the surrounding energy dissipated. Her breathing was erratic, her body shivered from the act performed. Luna exhaled, knowing she handled it poorly. Interdimensional travel was challenging, even for one exceptionally skilled in the magical arts, but this was merely a minor setback as her dexterity was to be commended.<p>

The surrounding area was dark, indicating it was currently nighttime. Luna smiled inwardly. The darkness was her element. Nothing could catch her off guard at night. However, that thought was unceremoniously crushed when the lights to the room came on after a simple click. She turned sharply, finding a strange bipedal creature stretching his arms high over his head while letting out a low yawn. Had Luna remained calm and observed the situation, she would have seen the creature was simply waking from the comforts of his bed.

However, this was not the case, far from it. Howling ferociously, she fired a lightning bolt from her horn, striking the bipedal creature squarely in the chest and sending it crashing through the wall behind the bed. Another creature shot out of the bed, shrieking at the top of her lungs. Her eyes widened at the sight standing at the foot of her bed, and her hands rose defensively once it seemed the alicorn was ready to blast her as well.

"Princess Luna! Wait! It's me! Twilight Sparkle!" she yelped, sighing once the magic in the mare's horn dissipated.

Luna's brows rose and eyes widened. "My word." Although her appearance had been heavily altered, Twilight's distinct features such as her violet/pink mane and magical signature were still the same. Luna closed the distance, and Twilight wrapped her arms around the alicorn's neck, embracing the princess. The mare smiled as she broke away. "You certainly were being truthful when you wrote to my sister regarding your… transformation. I know so much has happened, but I hope I can be of some assistance during this time."

The alicorn's horn flashed for a second, causing various items to fall across the room. "My sister thought it would benefit Peter if he had his notes and supplies. Also, Peter told me once that our diamonds, rubies, gemstones, and moonstones could be of some value on this world. Hopefully, this will help. It is just a small portion of his salary earned for his heroic and knightly duties. Please inform Peter that he _must _start picking up his payments, otherwise the vault will fill up." Once the last of the supplies fell near the back of the room, Luna shifted her head about before furrowing her brow. "My apologies, Twilight. In my panic, I nearly forgot the most important thing. Who was that bipedal creature I just attacked?"

Twilight slowly turned to the large hole that stood over her head and clumsily stood on the mattress, peeking through the opening. "Actually, Princess Luna…" she hesitated, chuckling nervously as her gaze met with the alicorn's. "I think you made the same mistake I did when I first woke up on Earth."

Luna tilted her head to the side. "What do you mean?"

Three walls and two rooms down, Peter laid flat on his back with chunks of woods and rock over his body. Doctor Strange stared at the destruction that led to the foot of his bed, particularly the young man staring blankly at the ceiling. Twilight teleported into the room, carefully tiptoeing past the debris scattered across the floor before kneeling down next to Peter. Luna appeared in a bright flash behind Twilight, shooting a glare toward Strange once his befuddled stare fell in her direction. Spike reared his head through the hole in the wall, aghast.

"Whoa! What just happened?! I heard an explosion and-! Oh." The dragon paused to wave at the alicorn. "Hi, Princess Luna."

Peter, still slumped on the ground, rose his finger and slurred, "Doc. I need two things. Give Luna a human form so she can fit in with everyone."

Luna shook her head and raised her hoof. "That will not be necessary, I am adept at the art of shape-shifting. I will console with Twilight Sparkle about details I will need."

Stephen nodded, scratching his goatee. "Since that's taken care of, what's the second thing you need, Peter?"

With Twilight's help, Peter pulled himself to a sitting position, only to hear a crack escape from his back. "A good chiropractor," he groaned.

* * *

><p><em>Twenty-Nine Days Remain Until the Portal Closes…<em>

Peter stood in the main lobby, shifting his gaze between his girlfriend, wallet, and map. He grinned as Twilight smiled, swinging her legs happily under her chair. "You seem raring to go, Twi. Excited?" He took the available seat at the table next to Twilight, sliding his wallet back into his jacket pocket. "How's Luna holding up? You two have been locked up in the room for hours since she transformed herself into a human. Heck, I don't even know what she looks like yet. Are you sure you're still up for a tour of the city? You almost didn't get any sleep."

Twilight giggled as she buttoned her jacket up. "Well, she's beautiful and quite tall, too. Princess Luna even got to keep her wings, but that's because she refused to lose them." A blush formed over her cheeks as Peter took a hold of her hand. She nodded, her smile as vibrant as ever. "I'm fine, Peter. Princess Luna is a fast learner. She's already learned how to walk upright and use her fingers. If anything, clothes are the only thing giving her trouble. Her wings… makes putting on clothes rather troublesome, but the princess urged me to enjoy my day with you while she situates herself." She ran her free hand through her hair. "Are we still waiting for Mr. Stark? I really would like to study the technology in Stark Tower."

Peter shrugged. "Yeah, he's checking out those diamonds Luna brought for us. I figured we could get a few bucks from Tony since he's a billionaire and he's into that type of stuff. A few hundred bucks would be nice. I really want to show you a good time, Twi."

"We'll have a good time regardless," Twilight sweetly replied, patting Peter's shoulder. She reared over and pressed her lips against his cheek, giggling once Peter's face glowed. "You're so sweet."

Grinning, Peter scratched the back of his head. "Stop that, you're killing me with kindness."

Tony walked into the room with his phone in his hand. He tinkered with the device for several moments, and it wasn't until Peter stood from his seat that the older man finally peeked in his direction. "What's the story, shellhead? The jewels worth anything?"

Tony nodded, keeping his gaze locked on his phone. "Yeah. Jarvis detected those gems are beacons of energy. They can be used as alternative power sources for my tower and armor. I'd love to take all of them from your hands, if you're fine with it." Peter nonchalantly shrugged, earning a smirk from the billionaire. "Good man, I saw you don't have a bank account, so I created one for you and have compensated you for your goods." Tony offered a card to Peter. "Here's your debit card, your PIN is 1963. Don't spend it all at once."

Chuckling, Peter took the card and eyed it carefully. "Huh. Well, thanks. How much did you give me? A couple hundred bucks?"

"Three hundred million. I figured that'd be fair," Tony muttered, reaching into his pocket for his car keys. Peter held the card as a strand of drool escaped from the side of his mouth, babbling incoherently. By the time Tony finally found his keys, all of the blood in Peter's body rushed to his head, and the young man collapsed, bouncing off the table before meeting with the ground. Twilight yelped as she knelt down, using the map as a makeshift fan to cool her boyfriend off. Tony looked around aimlessly. "What? Three hundred million isn't enough? Fine, I'll give you five hundred million if it spares me from seeing you dying on Stephen's floor..."

_To be continued..._


	47. Homecoming, Part V

_**Chapter Forty-Seven "Homecoming, Part V"**_

Trixie rummaged through the refrigerator before retrieving a pitcher of punch with her magic and levitating it over to the kitchen counter. Derpy left momentarily to pick up her daughter from the daycare center, and promising to return with Dinky shortly. This left Trixie alone to keep Parker's band of sidekicks occupied long enough for Derpy to return. The mailmare may have been a clumsy pony, but she was a sound mother, proving capable enough to handle the Crusaders with ease. Trixie volunteered to get the fillies a few beverages once they began to grow thirsty.

Normally, the unicorn would have granted them access to the kitchen without supervision, but after the girls destroyed half of the glass clambers in Canterlot Castle, Trixie figured it would be best if she handled all fragile materials. She could only wonder how Parker handled such an energetic lot without tearing his mane out. Perhaps the stallion had parental qualities like Derpy, his sense of right and responsibility echoing that sentiment. Exasperated, Trixie groaned as her tail whipped to the side. It was rather frustrating how much Peter was on her mind now. She had her company to blame for that.

"Trixie?" a soft voice called out from behind. Trixie closed the refrigerator with her hoof before turning around, finding a large pair of emerald irises peering up at her. Sweetie Belle smiled, giggling as the unicorn exhaled a response. The filly trotted over to her side and stood on her hind legs, using the kitchen counter to keep her balance. The top of her light violet mane only reached Trixie's chin, but Sweetie Belle remained on the tip of her hooves, struggling to see the items on the counter. "Do you need any help?"

The request was innocent and delivered through a cracked voice. Trixie's lips curled into a smile, her stoic demeanor unable to resist the filly's immense adorability. "No, but I do appreciate the thought."

Nodding, Sweetie Belle fell back on all four hooves. "Okay." Glancing out of the corner of her eye, Trixie nodded before raising the pitcher and pouring its contents into four separate glasses. Once the mare finished her task, she found Sweetie Belle still standing beside her and shifting her gaze from the refrigerator to a letter in her mouth. Hesitantly, Sweetie extended it to Trixie, the filly's ears dropping into her mane while her cheeks flushed. "W-Would you, um, mind p-putting this on the refrigerator door for me? I can't reach-"

Knowing what the filly was asking, Trixie snatched the letter from her hooves with her magic. "Hmm... just what is this?" Curiosity having got the better of her, the mare quickly opened up the letter and began glancing over the contents before replying.

"O-Oh, it's nothing! Just, um something I wrote for Peter, it's not important or anything special," Sweetie quickly commented. After a few moments, a look of clear disinterest crossed the mare's face, only serving to further add to the filly's reluctance and doubt of having asked.

"I see. Well that was very thoughtful of you." Having lost interest in what the remainder of the message might hold, Trixie deftly levitated it to the fridge; slipping the letter under an attached magnet.

As Trixie returned to rummage through the collection of silverware and supplies, a relieved sigh caused her to once again return her attention to the filly beside her, raising an eyebrow. Out of all the Crusaders, Sweetie Belle was the easiest to read when it came to Peter. She was a naive filly harboring a schoolyard crush. It was harmless, dare Trixie think 'cute' even. However, the mare pondered where those feelings developed from. With Sweetie Belle, Trixie believed there was a concrete reason, as the filly was supportive of Peter beyond comparison in spite of the idiot's mistakes. Trixie sighed inwardly. Her curiosity was getting the better of her again.

The mare placed the tray of glasses on the table and held the letter down to the filly, along with a small magnet. "Sweetie Belle, how did you come to like Peter? Trixie has been meaning to ask you this for quite some time."

Sweetie Belle froze as her eyes widened and tail stiffened. It seemed the filly was ill-prepared for the question, evident by her fidgeting hooves and pink blush. It was an innocent question on Trixie's part, yet it appeared nopony had bothered asking Sweetie before. It wasn't like Scootaloo, who did a good job of keeping her crush on Peter a secret. If anything, Sweetie Belle made it all but clear that she liked Peter through countless hugs, compliments, and swooning. Perhaps it was something that needed no explanation. After all, Sweetie was simply a filly, but Trixie was far too nosey to leave it be. The tiny unicorn looked around, more likely keeping an eye open for her fellow Crusaders, but she nodded, gulping as her emerald gaze met Trixie's.

"Peter taught me to not be afraid when I…" Sweetie's cheeks grew hotter, burning even as her ears disappeared into her mane.

She brushed her hoof against the back of another. Trepidation filled the filly as her lips quivered. Sweetie Belle then inhaled deeply before closing her eyes. Trixie furrowed her brow, befuddled at the filly's demeanor, but her ears perked at a sound escaping from Sweetie. It was a blissful, harmonic tune, delivered through a hum. Her humming morphed into singing, but the delivery remained blissful, even with Sweetie's voice never rising above a whisper.

The filly opened her eyes, and a hesitant smile formed on her face. "Peter taught me to believe in myself whenever I sing."

* * *

><p>"<em>We're the Cutie Mark Crusaders…" Sweetie Belle sang, her pitch perfect. She walked through the clubhouse, dusting off everything with her tail. The day had ended early. Her friends ventured to the barn to grab a few things, and Sweetie decided to wait at the hideout. More than likely, Applebloom and Scootaloo would stop by Twilight's to pick up Peter, which gave the filly time to clean the clubhouse. Sweetie was lost in a trance, sweeping the same spot on the table as she continued to sing. It was a guilty pleasure of hers. Sweetie knew she could not sing, but it was relaxing, allowing the filly to drift in her never-ending daydreams. 'We'll never stop the journey…"<em>

"_Yo!" Peter cheered, tapping an unsuspecting Sweetie over the shoulder. The filly jumped, releasing a high-pitched squeak, and the stallion chuckled at her pink face. "Sorry! That was mean of me, but you left the door open. I didn't scare you too badly, did I?" Peter patted the top of Sweetie's violet crown, and the filly smiled widely and leaned into his hoof, quickly forgiving the stallion for his prank. Grinning, Peter pulled his hoof away. "What was that you were singing just now? It was pretty catchy."_

_Sweetie's complexion paled, matching a shade brighter than her sister's fur. "It's just the Cutie Mark Crusaders theme song." She shook her head, dismayed with herself for letting Peter of all ponies hear her. "I can't sing. I'm sorry you had to hear that," she whispered, her voice wavering._

"_No way!" Peter honestly replied before placing his hoof back over Sweetie Belle's mane. "You have a beautiful voice," he added, sending a wave of warmth through the filly. He gave an affirming nod afterward. "I would love to hear you sing a little more as a matter of fact."_

_Ecstatic, Sweetie rose with an open smile. "R-Really? You like it?"_

_Peter simply nodded, prompting the filly to happily neigh, but a realization came into mind, forcing Sweetie to calm her shivering hooves by planting them firmly against the ground. Peter actually liked her singing! Peter, the dreamiest pony in Equestria liked her voice! Sweetie wanted to sing, more than she ever had before, but her voice shrunk, retreating into the back of her throat. Her fear held her back, forcing the filly to shift her gaze to the ground. Despite avoiding eye contact, Peter could sense Sweetie's trepidation, evident by his knowing smile._

_She shook her head. "I want to, but I can't. I've always been afraid to sing in front of anypony. I don't want anypony to laugh at me. Especially, you," Sweetie choked out, her voice wavering._

_Peter lowered his head, brushing it gently against Sweetie Belle's. "I promise I will __**never**_ _laugh at you."_

_The stallion pulled back, holding a genuine smile, and Sweetie found a way to nod, unable to contain a nervous giggle. Peter furrowed his brow and tapped his hoof against the underside of his chin, contemplating something. Once an idea came into mind, he lowered his body until his height matched the filly's, and the stallion kept his face inches from her own. Sweetie Belle's breathing grew erratic, her heart threatening to leap out of her chest, but she remained still, hanging on Peter's silence._

_Peter smiled. "I have a way around your nervousness, Sweetie. Do me a favor and close your eyes, okay?" Her mind was frazzled, but the filly did as she was told, and closed her eyes. Sweetie Belle inhaled sharply as something warm fell over her hooves. Peter grinned, seeing the filly bite down on her lip as his hooves caressed hers. "Now pretend you're alone on an island. Nopony is around for miles. You relaxed, feeling the warm sand over your hooves. Can you see it, Sweetie Belle?"_

_Sweetie nodded, sighing contently as the muscles in her body relaxed. "I can see it, Peter."_

_Peter massaged the filly's hooves, causing Sweetie's smile to widen. She was lost in a trance, exactly where the stallion wanted her to be. "Perfect. Then let go and sing. The only thing watching you is the sun. Listen to the sound of your voice."_

_Her hooves were practically melting in Peter's grasp, but she didn't mind, finding the sensation comforting. The stallion was as warm as the sun, and he was watching over her. This should have added to the filly's paranoia, but it didn't. In fact, her confidence steadily rose while she focused on the heat spreading through her body. Sweetie Belle kept her eyes closed, but she instinctively slid closer to Peter with a few scoots along on the floor. She figured her act had gone unnoticed, unaware of how blatant it truly appeared, but Peter humored the filly, leaning forward so that she could nudge against him easier._

_Peter kissed the center of the filly's forehead, causing her cheeks to ignite. Sweetie stifled a giggle. There was nothing to be afraid of. She was comfortable with an invaluable heat source consuming her. Sweetie let go of her defenses, if only to truly embrace this moment._

"_Look, here, are three little ponies," Sweetie began, quietly._

"_Ready to sing for this crowd,_

_Listen up, 'cause here's our story_

_I'm gonna sing it!"_

_She paused, raising her voice to the greatest of her ability, but her tone remained sweet_

_and surprisingly soft. "Very loud!"_

_Soon, the filly was singing loudly, comfortable in the stallion's company. For the first time, Sweetie sang for somepony, and it wouldn't be the last. At the very least, there was somepony who wouldn't look at her any differently._

* * *

><p>Trixie's gaze softened while her lips curled into a sweet smile. It was strange, but through these fillies, Trixie's admiration for Peter grew. He was already a friend, an irreplaceable one at that, but she was beginning to realize that the effect Peter had on others was contagious, even to fillies. Trixie brought the magnet over the refrigerator door and slid Sweetie's picture underneath. The mare scrunched her nose, grimacing at the filly's crude drawing of two ponies. One was light brown, wrapping his stick-like limbs around a tiny snowball that vaguely resembled another pony, and the sun hovered over them, smiling nonetheless. It was beyond amateur, yet Trixie's eyes grew moist. In blue crayon, a caption had been etched below the ponies.<p>

_"To Peter, the coolest, warmest pony I ever met._

_-Sweetie Belle."_

Sweetie's brow furrowed once a tear rolled down Trixie's cheek despite there being a smile on her face. Uncertain, the filly's ears lowered. "Do you… think Peter will like it?"

Trixie nodded, sniffling as she shared an earnest smile with Sweetie Belle. "Peter will _love _it. I know he will."

* * *

><p><em>Twenty-Nine Days Remain until the portal closes…<em>

Peter rose from the couch with a blank stare, using a hand to block the room's bright light from his line of sight. He groaned, waiting for his vision to clear, and as the room stopped spinning, Peter felt something warm fall over his shoulder. However, Peter received a contrasting follow up when Twilight draped a cold cloth over his forehead. The young man shivered involuntarily. At least his senses were astute. Peter's eyes shifted about while his mind struggled to recollect what had transpired. He remembered talking with Tony about something, and Peter seemed to recall being paid three hundred million dollars for a few gems. Scoffing, the young man shook his head and rolled his eyes.

It was another of his crazy dreams, but he sighed, grateful he didn't have the nightmare where Green Goblin was his jailmate again.

"Finally awake, sweetie?" an older woman's voice asked from behind. Peter lazily turned, his eyes shooting open at the sight of his aunt. He shifted his head, scanning his surroundings, and it was quite clear they were still within the walls of the Sanctum Sanctorum, prompting Peter to force himself into a sitting position. Aunt May shared a smile with Twilight before taking a spot on the couch. Placing a hand on his thigh, she grinned. "You've been out cold for a few hours, boy. We didn't think you would ever wake up, but I can understand why you reacted so strongly."

Peter arched a brow. "How did you get here, Aunt May? This place is kind of a secret."

Twilight took a seat next to Peter after removing the cloth from his forehead. "I brought Miss May here with the help of Doctor Strange. I had time to tell her what happened between you and Mister Stark."

May nodded. "Stephen's kind enough to allow me to stay here for the duration of your visit. That way, I can spend as much time with you as possible." Her smile grew. "I hope you don't mind, Peter."

Peter scratched the back of his head. "No, of course not. Just don't go opening any random books. I'd hate to have to go climb a beanstalk to get you back."

Twilight giggled, poking Peter's arm. "It took me a minute to compare Equestria's monetary values to Earth's. Now I understand why you fainted! Five hundred million is so much! I had no idea Mister Stark was that rich."

The blood in his head left, but Peter found a way to keep from fainting, using his hand for support. "S-So it really happened? I'm rich?" Throwing his hand high over his head, Peter whooped at the top of his lungs. "I'm rich! I'm filthy rich! I'm not broke for the first time in my life!" He hopped to his feet, pointing his index fingers skyward, but reality came crashing down. Peter lowered his shoulders and chuckled halfheartedly. "That's just my luck. I finally get some cash, and I only have a month to enjoy it. That's the Parker luck, Chuck."

Twilight bounced up, patting Peter's shoulder playfully. "Don't sound so down! I'm sure there's plenty you can do with your earnings during our time here."

Glancing off to the side, Peter furrowed his brow, but a smile formed on his face before he gave Twilight an affirming nod. "Yeah, you're right. I'll start right now." He walked over to the older woman, placing his hand over hers. "The least I can do is give you half of what I got. It should be more than enough for you. Right, Aunt May?"

May's eyes widened before softening. "Peter! I…" her voice choked, making it impossible for the older woman to form words. Smiling, May wrapped her arms around Peter's neck for a warm embrace, and her tears fell over his shoulder. "I won't need that much, but it means a lot hearing you say that."

Once they parted, Peter brushed his thumb over May's cheeks, wiping away her tears. "I'll talk to Tony about wiring a few million into your account. At least I know you'll be able to live comfortably for the rest of your days." May, sniffling, kissed the young man over the cheek, and he turned his gaze to Twilight. "Speaking of which, where _is _Stark? He's supposed to escort us to the tower."

Frowning, Twilight shook her head. "Colonel Fury called him and said there was a mission at something called 'Mandarin's Palace', I think? It must have been the Masters of Evil again because Mister Stark took off in a hurry, but he told me to give you something before he left." Reaching into her pocket, Twilight retrieved a small earpiece before offering it to Peter, shrugging afterward. "I don't know what it is, but Mister Stark was very specific. He wants you to put it on the moment we make it to Stark Tower."

Peter nodded, sliding the device into his front coat pocket. "Stark's a genius, so it's probably a backup plan." Extending his hand, Peter helped Twilight to her feet and gave the girl a soft kiss on the cheek the moment she was vertical. "Since Aunt May's here, how about we have lunch? That way, we can have the rest of the day to ourselves?" He winked during the latter portion of his suggestion, earning an affirming nod and smile from his lover. Grinning, Peter turned to the older woman. "Please tell me you're ready, Aunt May. I'm starving!"

Twilight shook her head, dismayed. "You're always hungry."

May laughed. "Then it's a good thing I took your advice and cooked everything this morning. Twilight and Stephen were nice enough to help me bring everything here. I even got to meet Spike while you were sleeping!" She placed her hand over her mouth to suppress a giggle. "You may not like to admit it, but Spike is like Barney. So sweet."

Peter's hand struck his forehead with a smack. "Don't compare them, Aunt May. " He scoffed, folding his arms. "Spike's more butch, while Barney? He's a bit- Ow!" Twilight glared at him, holding the point of her elbow into his arm. Peter rolled his eyes. "What? I was going to say 'he's a bit more annoying'!"

The dragon stepped into the room upon hearing his name several times, but he belched, sighing contently as he offered May an empty picnic basket. "That was great, Miss May! I really appreciate it!" Spike lowered his head near Peter and brought a claw over his mouth. "Your aunt's awesome, Peter, but why does she keep calling me Barney?"

Shaking his head, Peter placed his hands on his hips and groaned. "You don't want to know. I still have nightmares from my childhood about that guy."

Twilight skidded over to Spike with the basket raised high over her head, gritting her teeth. "Spike! Please tell me you didn't eat everything on your own! This was meant for _all_ of us, not just you!"

Peter scratched the back of his head. "You ate everything in the picnic basket? The ranger isn't going to like this, Yogi." Twilight shot him a glare as her fingers clenched the woven holder. She wanted to throw it to the greatest of her ability, right for Peter's big, stupid head, but she resisted the urge, choosing to surrender the basket to May with a disgruntled sigh. Peter shrugged his shoulders. "I guess this cancels lunch."

May nodded, petting Spike over the nose. "It's not his fault. I offered him some food, but I didn't tell him that was all I brought. It's quite all right." The older woman grinned. "Stephen has plenty, and he's given full rights to the kitchen. How about I fix sandwiches for everyone before you two go?"

Twilight's smile returned, as if her irritation had evaporated. "Thank you, Miss May." Peter chuckled. It was amazing how swift Twilight could change from a no-nonsense drill sergeant to a happy, go-lucky schoolgirl. Women had this ability, on Earth and Equestria it seemed. Twilight leaned closer to Peter, her smile wide even as he took her in his arms and fell into his seat. She stared into her lover's eyes, blushing. One of Twilight's hands fell over Peter's chest while the other wrapped around his shoulder, all while holding his heroic mask. "I can't wait to see the city! Where are we going first?"

A coy smirk formed on the young man's face, despite the crimson stain that formed in his cheeks. Peter tugged at Twilight's skirt and winked. "We'll head for Stark Tower first. There's something I need to go pick up."

Across the room, Spike gagged to himself. "Please go already. You two are making me sick."

* * *

><p>Peter walked hand-in-hand with Twilight through the front of the door of Stark Tower. He glanced at the high-caliber interior decorations before exhaling. "Man. It's amazing what someone can do with a few billion dollars."<p>

Twilight placed her free hand over her mouth to conceal a gasp, her mind struggling to take in all of the scientific possibilities at once. "I wish I had a chance to explore this portion of the tower yesterday." Giggling uncontrollably, Twilight pulled her hand from Peter and proceeded to bounce in place. "Come on, Peter! Put on your earpiece so we can get started already!" she whined, oblivious to the stares of those surrounding her.

Peter only smiled as he retrieved the earpiece from his pocket. "You are so cute." The device was placed properly into his ear, and the young man stood still, glancing about as he waited for something to occur. He poked his lips out in a pout, disappointed with the lack of an outcome. "What's this thing supposed to do anyway?"

"**It allows you to communicate with me. Good evening, Mister Parker. It has been quite some time," a male's voice calmly called out. "I am JARVIS, We have been acquainted before."**

His eyes widening, Peter snapped his fingers. "Oh, yeah! JARVIS! You're the highly sophisticated artificial intelligence that Tony talks to all of the time."

"**Indeed. Now if you may retrieve the second earpiece from the front desk for your girlfriend, I will begin to retrieve your valuables."**

Twilight tilted her head to the side. "Why are you talking to yourself?"

Peter walked over to the desk and retrieved the device before returning to Twilight. As the young man placed the piece in her ear, he murmured, "Not talking to myself this time, hun. Twilight, I would like for you to meet JARVIS."

"**Hello, Miss Twilight. Mister Stark has informed me of your origin and relationship with Mister Parker. Should you have any questions, do not hesitate to ask." **

Taken aback, Twilight brought her hand over her ear and peeped. "Oh! Um… thank you." Her brow furrowed, befuddlement filling her eyes, but her confusion dissipated, allowing amazement to take its place. "Artificial intelligence? Wow. I didn't think it was possible for anyone to communicate with artificial intelligence. You sound just as sentient as anyone I've ever met."

"**You flatter me, Miss Twilight. I have Mister Stark's engineering to thank for my existence. As per your request, Mister Parker…"**

A compartment opened over the top of the desk, and a device rose from a puff of smoke. It's white exterior was sleek and polished, as if it had just been manufactured. A purple star, modeled after Twilight's cutie mark, was engraved on the top. Peter took the device in hand, smirking as he offered it to Twilight. She hesitantly accepted the device, furrowing her brow at the intricate design, but she ran her finger over a peculiar sight, the black spider insignia that rested at the center of the purple star.

"**Mister Stark had this laptop custom-made for you. Its battery life relies heavily on solar energy…"**

Peter raised a finger. "Shouldn't be a problem since we have a sun goddess in Equestria."

"**...and I have been installed within to provide you with any information you may need in regards to Earth. It can also act as a storage of data for you should you need it. Mister Parker informed us last night that you were a librarian and had asked us to give you a laptop. It should prove useful for any future research you wish to acquire." **

Peter placed his fingers over Twilight's ear and gently removed the earpiece, following by closing in port and sliding it within the back of the laptop. "I saw how much you liked the laptop at Doctor Strange's. I thought it'd be cool if I found a way to get you one to take home. The keyboard is made for humans, but I know you can get around that using your magic. If you don't feel like typing, just ask JARVIS, and he'll do the work for you." He scratched the back of his head sheepishly and glanced off to the side. "Do you like it?"

Peter was barely able to say 'it' before Twilight dove into his arms and proceeded to kiss him profusely. Every kiss lasted several seconds, growing in passion with each one given. Twilight muttered countless phrases of gratitude between each kiss, and her grip on his tightened by the second. She would occasionally pause to eye her gift, only to immediately resume her smothering kisses, not that Peter minded. Twilight was too far gone, excited like a child on Christmas morning. She squealed before burying her face into the young man's chest.

"I love you so much! I love you so much! I love you so much!" Twilight cried as tears of joy poured from her eyes and dampened Peter's shirt. Not giving the young man time to react, she pressed her lips into his once more before taking her new toy and sitting behind the desk to analyze it thoroughly. One hand pecked away at the keyboard while the other wiped away at her tear-stained cheeks. "This means so much. Thank you," she choked, nearly sobbing. Eventually, Twilight settled her nerves and closed her laptop, stowing it gently in a custom-made bag left by JARVIS before slipping the strap around her shoulders. She wrapped her arms around one of Peter's and purred contently, "I love you."

It should have been impossible for Peter's smile to grow any wider, but Twilight's warmth added to his happiness. She may have become a princess recently, but Twilight was still a librarian, a girl longing to expand her knowledge of the world. By Earth's standards, a laptop was nothing new, but for a girl who lived in a technologically-inferior world like Equestria, it spoke volumes. Twilight was a simple mare at heart despite her quirkiness. The fact Peter thought _this _much about her was too much to take in. He literally got her a digital, portable library.

Twilight loved Peter. It was all but obvious, but she wanted to express herself, to really show how much this meant from the bottom of her heart. Sadly, it would have to wait, as there were too many spectators around at the moment, but Twilight smiled inwardly, content with the situation. It gave her time to prepare. Standing on her tippy toes, Twilight raised her hand to shield her mouth as she whispered deep into Peter's ear. She went into vivid detail, giggling as Peter's face flushed to a shade of crimson. Her voice was deep, seductive.

"**I take it Miss Twilight likes her gift?" **

Peter chuckled, barely able to withstand his elevated body temperature. "Yeah… That's _one_ way of putting it."

* * *

><p>Peter's stomach growled as his eyes scrolled through the menu in his hands. "You know what's weird, Twilight? We've been dating for a while now. I can easily say I love you more than anybody in this world or Equestria." He grinned, placing the menu down and taking a hold of Twilight's hand from across the table. "So how is it that we're just now going on our first official date?"<p>

Twilight's eyes widened as she freed her gaze from the menu. "So much has happened. Don't forget. You were in the hospital when we first started our relationship." Her eyes softened while her lips curled into a sweet smile. She squeezed Peter's hand, sighing afterward. "I guess we haven't had much time. You came out of the hospital and then Discord appeared. Not too long after that, you were called away to help Cadance and Shining Armor contain Sombra. Then I became a princess, and…" She stopped, biting down on her lip. "I'm sorry. It's my fault. I'm still learning how love and relationships work. I'm a horrible girlfriend…"

"No, you're not," Peter countered, earnestly and honestly. There was no humor in his voice, and Twilight appreciated that, evident by her loving smile. Peter brought the girl's hand to his mouth before giving it a gentle kiss. "This relationship has been perfect for me. Besides, I'm just as much to blame." Twilight raised her brow at the latter portion of the young man's statement, and Peter felt his face grow hot. Even now, she was the most beautiful creature in existence. He chuckled. "Come on. You said it. Prioritizing and organization have _never _been my strong points. You're the number one priority in my life, so I have to try my best to make sure you're happy."

Nodding, Twilight giggled. "Well, I'm _very _happy." Her cheeks bloomed. "I promise I'll make it up to you over the week." The couple shared a smile before Twilight returned her gaze to the menu, only for the girl to furrow her brow at the choices. "There's certainly a decent selection, but I'm not too fond of trying meat. It doesn't help that _half _of the choices are meats. Are humans this carnivorous?"

Peter shook his head. "Not necessarily. Humans have a very diverse metabolism. While a human _can _eat only meat, it wouldn't be nutritious for their body." He brought his finger over Twilight's menu, tracing it over pictures in the side order section. "That's why we are encouraged to have a balanced diet. Some meats, veggies, fruits, and dairies can go a long way." Peter leaned back into his chair and folded his arms. "So what will you get?"

Twilight brought a finger over her mouth. "I don't mean to be picky, but I just can't bring myself to eat a meat that's not fish. It would just seem…" she trailed off, shuddering, "wrong."

Grinning, Peter nodded. "Trust me. I understand. How about we get a pizza then?" His eyes widened at an image in the menu. "Oh! Let's get a cheesecake, too! With strawberry topping? I can actually afford it for once!"

Dismayed, Twilight stuck out her tongue and scrunched her nose. "There's enough cheese on the pizza! I don't think we need cheese in a cake, too." Her mind struggled to register the idea of such an absurd dish. She could only shake her head disapprovingly. "Strawberry with cheese? Ew!"

Peter snickered involuntarily, fighting the urge to laugh uncontrollably. "It's not that kind of cheese. I promise you'll like it. It's a rich dessert cake made with cream and soft cheese on a graham cracker, topped with strawberry sauce. It's the ultimate treat!"

Twilight hesitantly nodded, the disgust in her face still apparent. A waitress approached the couple and took their order. After she took their menus and delivered their beverages, the woman left. Peter stared at Twilight for the duration, smiling as she stole glances at the bag holding her laptop. It wasn't much, but he felt relieved finally having the opportunity to take the love of his life out on a date, even if it was to an Italian restaurant.

Peter bit his lip and shook his head. This was still a date. The least he could do was act like it. "So has the day been okay for you so far? Are you enjoying yourself?"

Twilight's eyes shot open, as if she wasn't expecting the question, but she managed to smile, filling Peter with a sense of warmth. "It's been fun so far! There's so much more I want to see, but I know we can't cover everything in a single day."

"Yeah, the world's a big place, but I have the money to show you a good time. Which is why I want to take you to the beach tomorrow! The Bahamas to be exact," Peter stated, earning a stunned expression from the girl. He tapped his finger against the side of his head, smirking. "I talked with JARVIS before we left Stark Tower. They'll have a private jet ready for us to take in the morning. We'll have our own private suite and everything when we make it to our destination. There's enough room on the jet for Spike, too."

Flustered, Twilight brushed a strand of her violet locks behind her ear. "What? The beach? Why?" She was silent before managing to smile. "Of course the experience would be nice. I've never gone to a beach before. Where did this idea come from?"

Peter's blush was visible at this point. "I sort of realized I never saw you in a swimsuit or bikini. Then I thought about it further and realized I never had time to go to a beach. This may be the only chance I have to see both possibilities come through."

Shaking her head, Twilight placed her fingers over her eyes and moaned. "You're so single-minded sometimes."

"You haven't said no," Peter grinned, causing the girl to roll her eyes.

She reached out and flicked his nose, giggling. "Fine. I'll go, but we'll need to buy myself a swimsuit when we're finished eating."

Pointing his thumb to the side, Peter nodded. "Well, there's a Victoria's Secret nearby. You can go there. It's a clothing store for women."

"Really?" Twilight murmured, cupping her chin in her hand. She sorted through a plethora of ideas running through her mind. After a few moments, the girl giggled and clapped her hands together. "Good. There's a few specific things I need to get, and you'll come with me."

Peter cringed. It wasn't a request. He knew her tone. This was a subtle demand. "Me in a women's clothing store? I don't think that's such a good idea."

Her brow lowered and lips poked out. "Well, we're going. No ifs, ands, or buts about it."

Resting his elbow on the table, Peter placed his chin on his hand and groaned. "Fine, you sawed-off, little twerp." Twilight's smile remained firm while Peter sat, dismayed. "Why do I have to come anyway?"

"Because I want to thank you for the laptop," she whispered, earning an arched brow from the young man. A low growl escaped from the girl's stomach, leaving her face to flush to a shade of pink. The waitress returned with two dishes, one holding a pizza decorated with olive toppings and the other with a dessert smothered in strawberry sauce. After Peter handed the woman his debit card, Twilight brushed her hands over her skirt, removing any wrinkles present. Her stomach growled once more, forcing Twilight to wave off Peter's cheeky grin. "We'll talk about it later. Let's eat."

Peter raised his hand. "Hang on." Using a knife, Peter sliced into the cake, removing a piece before placing it on a separate plate. Smiling, he edged the treat over to Twilight. "Try this first."

Hesitantly, Twilight took her fork and cut the front piece away. She raised it, hovering it over her mouth, but she paused, giving her boyfriend a concerned expression. "Are you sure this isn't actual cheese?"

Peter chuckled. "It's cream cheese. Totally different. Trust me."

Twilight sighed. That was unfair. Of course she trusted him. For all intents and purposes, that was why Twilight chose Peter to become her personal knight. She knew he would never lead her in the wrong direction intentionally. Inhaling deeply, Twilight followed her heart and returned Peter's trust, guiding the piece of cheesecake into her mouth. She slammed her eyes shut, maneuvering the treat about with her tongue as it melted in her mouth. It was cold, much like ice cream, but it was more solid, perhaps due to the soft crust.

Her eyes shot open. The cake's sweetness took hold of her senses. It tasted _nothing _like any cheese she's had before. Twilight sighed blissfully, holding a hand over cheek. She wanted to savor such a taste, but with effort, the girl swallowed her treat, only to immediately take a second bite. The result was the same, the effect just as heavenly as the first. Before long, only a few crumbs remained of her slice, and Twilight's smile was as radiant as the sun. The rest of their meal was just as satisfying, and the couple ate in comfortable silence, sharing a laugh ever so often.

Twilight smiled, patting her hand over her stomach. "Oh, my stars! That was wonderful!" She furrowed her brow for a second, giggling once Peter brushed a piece of food away from her chin. "That was good, but I can tell I gained a couple of extra pounds."

Peter planted his elbow on the table, allowing his chin to rest in his palm. "You just ate five pounds worth of pizza and cheesecake. Where did the extra three pounds go? If it went to your sparkly butt, I won't complain- Ow!" The tip of Twilight's foot struck his shin. One would think that was enough indication to stop, but Peter was not so bright, humming a tune. "I like big butts and I can not lie! You other brothers can't deny- Ow!"

* * *

><p>Peter's face burned to a shade of crimson as he stood awkwardly among the selection of women's undergarments. It was his own fault that he was dragged into the store. Twilight wanted to buy a few things for their trip to the Bahamas. While he didn't mind to some extent, this was still an awkward experience, seeing as Peter was the only male in the store. His gaze remained locked on the ground, refusing to glance at the collection of strings and threads that could hardly be considered clothing. Peter brought his hand over his forehead as several women giggled at his expense, and he edged closer to Twilight, who shuffled through a collection of panties. There were some things even Spider-Man was uncomfortable with.<p>

"You sure you need me for this? I can wait outside," Peter whispered, groaning once one of the employees glanced in his direction.

Twilight placed a pair of black, silk panties on her small pile, never removing her gaze from the clothing. "Yes, I do need you. I'll require your input when I try these on."

Peter shrugged helplessly, and Twilight nodded before taking her collection into her arms, handing it to her boyfriend. This was embarrassing. No man should ever be forced to hold women's underwear, but Peter relented, loving Twilight enough to sacrifice his pride. She walked over to the changing room, motioning for the young man to follow with a finger. Peter did as he was told, moaning. Twilight giggled as her boyfriend placed her items into the changing room and took a seat outside, folding his arms and tapping his foot nervously against the floor.

Twilight kissed the young man over the cheek before she entered the changing room, removing her attire once her door was shut. "I'm not used to seeing you like this, Peter. No snappy comeback today?"

Easing back into his chair, Peter slammed his eyes shut as a woman strolled by. "I'm outside of my element, and I didn't have any time to prepare. The _last _thing I expected to do today was go to a woman's clothing store, let alone one with-" Peter paused, stammering as Twilight's panties fell over her ankles. Even though the door hid the girl's body, it could not stop Peter from visualizing. "...certain goods. This is a first for me, but now I'm curious. What was it that you wanted _me _to see?"

The door opened, prompting Peter to finally free his gaze from the ground, but his face's tilt rose a few shades the moment his eyes caught a sight. A slender leg snaked its way passed the door, seemingly waving at the young man. Twilight stumbled, nearly losing her balance, but she leaned against the door for support, bearing a hesitant smile. Peter watched, slack-jawed as the sensuous body made its way towards him. Twilight's chocolate skin was highlighted by dark violet.

Peter tried to shake the wave of suggestive thoughts from his mind, but he failed, his stunned expression having not faltered in the least. The lace garments made Twilight look wildly feminine. The girl watched Peter's eyes closely, and a smile crept onto her face once it was clear his sight was locked on her surprisingly ample bust. She slowly twirled in place, giggling with each gentle sound of frustration that escaped from her lover. Twilight's hesitant smile was replaced with one of satisfaction. It took considerable effort on her part, but she was getting better at earning reactions from Peter.

"So, do you think this looks good on me, Peter?" Twilight asked, her voice sultry with enjoyment. Peter, unable to think of anything, nodded blankly as he drank in Twilight's form. Twilight shook her head, smiling. "Speechless. I'll have to tell Trixie about this."

* * *

><p>In the dead of night at Doctor Strange's home, mostly everyone was asleep, but Twilight remained awake, pecking away at her laptop. The computer's search engine was impressive, and the world wide web answered every question the girl had about Earth thus far. A soft set of knocks were heard at the door behind before it opened, revealing Peter in his Spider-Man costume without the mask. Twilight acknowledged her lover's presence with a smile, but her head rose at a belated realization. She placed her laptop over the bed, forced herself to her feet, and walked over to Peter, furrowing her brow at his choice of attire.<p>

"Why are you wearing that? Did something happen? Don't tell me Colonel Fury needs you for a mission!" she whined, concern pouring from her voice. Twilight planted her foot down, giving Peter a defiant glare. "No! You haven't fully healed yet! He can forget it!"

Chuckling, Peter shook his head and handed his mask to the girl. "Slow down, Twilight. It's nothing like that. There's just something I wanted to show you outside. Do you have a minute?"

Twilight's eyes widened. "Oh! I'm sorry. I shouldn't have overreacted."

Peter waved off the misunderstanding, allowing the girl to return his smile with one of her own. Taking a hold of her hand, the young man led Twilight to the roof of Stephen's home. Rather, it wasn't the outside, merely a magical illusion to resemble it. The sky was dark, littered with countless milky orbs. Twilight gently took a seat over a crimson mat stretched across the floor, and Peter did the same, placing his head over his lover's lap. She gave no objection, smiling as her finger traveled through Peter's unkempt hair.

"Well, I'm here, Peter. What did you want to show me?" she grinned.

Peter bit his lip. "I'll show it to you in a second. There's something I need to get off my chest." He turned his head so that his gaze would be centered on Twilight. Peter found himself lost in the violet ocean that was her eyes, and his body nearly melted due to the warm, genuine smile she gave him. The beauty of the world was nothing compared to Twilight, at least in Peter's eyes. His face grew hot at the thought, but Peter was content, chuckling. "Today was our first official date. It sounds lame coming from me, but this was the best day I've ever had."

Twilight giggled, brushing her fingers over Peter's blossoming cheeks. "It's not surprising. If anypony got that much money in a day, they would be happy."

"It's not the money that made this day great. Not entirely, anyway," Peter declared, shaking his head. Twilight stared at the young man with a confused expression before Peter took a hold of her hand, kissing it softly. "I could care less about the cash. You're worth so much more to me than Tony Stark's entire fortune. All we really did was talk, shop, and eat, but the fact I got to do it all with _you _made me so happy. I feel better when I'm around you. Whether we're doing something important or just wasting time, as long as we're together… I'm happy."

The inside of her chest tightened, struggling to contain her swelling heart. Twilight threw her hand over her mouth to choke back a sob. Through simple, honest words, Peter reached through and touched her very core. She wanted to cry. It was unusual, there was an immense warm and fuzzy feeling dwelling in her body, but despite this happiness, Twilight really wanted to cry. Tears fell from her eyes, but she managed to keep her emotions in check. She prepared to retort, to the best of her ability, but Peter extended his hands and fired strands of webbing above their position.

Each strand was shot with acute accuracy, forming a web near a sparkling light. Peter ceased his actions after a few seconds, turning to give his lover a smile. Baffled, Twilight brought her attention to the webbing formed, and her mouth fell agape at a bewildering sight. There was a message created at the center of the gossamer. It was simple, but to Twilight, as her eyes swelled with tears, it meant so much more, if not everything. The light behind the webbing gave the words life.

'_I love you,' _it read, leaving Twilight to sob before embracing Peter in the firefly lit night.

Today was special, that much was certain, but that joy was brought by their shared enjoyment of each others' company. Placing his hand on the back of her head, Peter pulled in Twilight until he drank her in with a passionate kiss, and they remained like that for a duration of the night, savoring the love they so carefully forged. Even when they didn't say it aloud, Peter and Twilight loved each other, and nothing would change that, not even their altered physical forms. Peter deepened the kiss, earning a pleased moan for his efforts, and Twilight slid onto her back, wrapping her arms from around his neck, and gave into her lover's advances.

It may have been a homecoming for Spider-Man, but as far as Peter was concerned, he didn't care where he lived. As long as Twilight was there, he would always be at home.


	48. Homecoming, Part VI

_**Chapter Forty-Eight "Homecoming, Part VI"**_

_Twenty-Eight Days Remain until the portal closes…_

Twilight sat with her hands pressed against the window and her violet gaze fixed on the land far below her current position. She was onboard something called a 'jet', a high-speed aerial vessel. Both JARVIS and Peter warned the girl that it would be faster than a hot-air balloon by an incomparable margin, but Twilight couldn't hide her amazement with the superior technology Earth continued to show her. Brushing a strand of her locks behind her ear, Twilight peeked down to face the passenger in her arms, but she paused, snickering at the sight of her sleeping and drooling lover.

Even at such a high altitude, Peter displayed his ability to sleep comfortably in the most unusual position. Granted, Spike was following his lead, sleeping soundly at the back of the plane in a curled position, but Peter leaned his head back, resting it over Twilight's breasts while he sat between the girl's legs. This actually wasn't unusual considering that her boyfriend had slept under far more absurd conditions before, the ceiling incident with Pinkie Pie maintaining that distinct honor. However, what made this unique was Peter's obliviousness, the young man drooling like a baby on her arm.

While it was disgusting, Twilight found the sight adorable and only tightened their embrace. Peter was defenseless, unable to stop anything his lover had planned.

"JARVIS?" Twilight whispered, keeping her eyes centered on Peter as he murmured in his sleep.

The computer in her lap buzzed, its screen lighting up. "**Yes, Miss Twilight?"**

Her smile widened. "Would you mind taking a picture of us? Consider it a souvenir." Although this request was innocent, Twilight's grin was devilish, evident by the gleam in her eyes. However, JARVIS was not one to argue under some circumstances, or rather, he knew when _not _to object. A new window opened on the screen, revealing an image of the young couple in their current situation. Twilight's arms were soaked, drenched in saliva, but she wore a wide smile while Peter snored. The picture disappeared, saving into the computer's hard drive.

Content with the outcome, Twilight closed her eyes and grinned victoriously. "Thank you, JARVIS."

"**My pleasure, Miss Twilight."**

Twilight nodded, directing her attention to the clouds behind the window. Peter's drool was seeping through her jacket, meaning she would have to remove it upon landing, but her smile remained intact. As forewarned by JARVIS, Twilight was aware that the climate would be much warmer than that of New York. In a sense, Peter was doing her a favor, but she wanted to pay him back for some of his troubles. A low yawn escaped from Twilight's mouth, prompting the princess to follow her lover's example and rest the back of her head against the window. Before falling into a gentle slumber, she made a mental note to show Spike her newly acquired photo.

* * *

><p>Osborn opened his golden eyes and rested his chin on his large fist. "I seem to have lost hold of my spy. Sombra is more intelligent than I gave him credit for."<p>

Sunset Shimmer furrowed her brow and approached the behemoth. "Do you think he killed her?"

Goblin shook his head, bemused. "No. I can tell he freed her from my spell, and now she's under his control. This might complicate matters a bit." Vanishing from his stone chair in a flash of light, Osborn appeared directly behind Sunset Shimmer, his shadow enveloping the woman's figure. "Sombra is in the middle of the city. I want you to find and kill both him and Spider-Man. I don't need any nuisances. I'm so close to becoming a true god." He cackled, holding his hand out.

Uneasy, Shimmer peered at Goblin from the corner of her eye, daring not to flinch. "On my own? You have an entire army already. Everyone here is under your control. You can wipe this world clean now." Her hand, perhaps out of instinct, struck the center of her forehead with a smack. Sunset staggered, her shoulders trembling while her eyes flashed and alternated between shades of blue and gold. "No! You've controlled me long enough! I can't- I _won't_ help you! This is genocide you're planning, and I will not be a part of-!" She fell to a knee, screaming as her hands clutched at her cranium. "No-!"

A smirk formed on Osborn's face. "Impressive. I obliterated your will, and you still have some strength to resist me. You're so young and talented." Reaching forward, the Goblin grabbed Shimmer by her head and lifted her tiny frame from the ground. "It seems you're going to become a complication, too. I'll have to go forth in my plans without you." Osborn tightened his grip, grinning as Sunset clawed at his arms desperately to break free. "It would be so easy to kill you right now, but I want to give the heroes a mere taste of what's to come."

"I was stupid. I should _never _have listened to you…!" Sunset exclaimed, aiming her glowing hand directly in front of Osborn's face, but her vision blurred, succumbing to darkness. Shimmer's arms limply fell to her sides, her body yielding to the Goblin's strength. Behind Osborn's fist, the girl's blue eye could be seen, as well as a stray tear that rolled down the side of her cheek. "I won't… do this."

"You may resist, but you cannot disobey," Goblin declared, focusing his energy into his free hand before plunging it into Sunset Shimmer's gut.

His energy surged into her body, twisting it to his will. Shimmer's bat-like wings sprouted from her back while her fair skin morphed to a shade of crimson. Her screams of anguish echoed throughout the vicinity, only to be drowned out by the Goblin's maniacal laughter. The blue in her eyes completely vanished, and a pair of golden orbs took their place. Eventually, Osborn relinquished his grip and dropped Shimmer. Her claws scratched at the ground, clenching until the stone cracked under her grip.

Osborn folded his arms. "Sunset Shimmer. Go and annihilate Sombra, Spider-Man, and the city of New York."

Shimmer remained on the ground for a time, hissing as she shook her head. Planting her hands firmly against the ground, the girl pushed herself back to an upright standing position. Her head was lowered, making it impossible for anyone to see her face. Shimmer brought her hand over her chest before clenching it into a tight fist. Energy from the air was channeled into her hand, emitting a bright light potent enough to blind most individuals. The entire room shook, quakes coursing through the walls of the surrounding stone.

Osborn's posture remained firm, despite Shimmer's display of power. Sunset's wings fully extended before she raised her head, slamming her fist into nothing in particular. Reminiscent to the image of glass shattering, cracks coursed through the air and spread across the vicinity. The walls disintegrated, and voids opened, revealing the cosmos. The rift repaired itself, but tremors rushed out, shattering the last of what used to be the throne room. Sunset's eyes were blank, but the girl wore a wicked smile, all hints of humanity having disappeared.

Snapping his fingers, Goblin caused his forces to disappear in several flashes of light, but he gave Shimmer an affirming nod. "I've given you a small portion of my power. It should be more than enough for you to carry out your task. Even if you fail, by the time I return, I will erase you and everything in this existence. Now do as your God commands."

Panting, Sunset nodded. "Yes, master."

Goblin disappeared in response, and Shimmer mimicked his actions, both individuals going to different locations.

* * *

><p>Peter stretched his arms high over his head, all while letting out a low yawn. The private resort was quite spacious, allowing Spike to move around comfortably without the need to tread carefully. Twilight stood out over the deck and leaned against the railing. The sky was clear with no clouds to block the sun's rays, but it only added to the beauty of the sandy terrain and ocean waters. Peter joined his lover's side and placed a hand over her shoulder. Twilight leaned into his touch, resting her head against his chest. They stood in comfortable silence, pausing to savor a deep kiss much to Spike's dismay.<p>

Twilight shifted her attention back to the ocean, particularly the sun's reflection on its surface. "It's beautiful, Peter."

The young man grinned, cupping Twilight's chin with his free hand. Warm hazel eyes stared deeply into glossy, violet irises before Peter leaned forward until his lips were only an inch from Twilight's. The kiss was lightly delivered, through care and love. His tongue explored the sanctions of her mouth, earning a blissful moan with each sensitive spot he struck. Spike stuck out his tongue, gagging at the sight of such affection. Peter and Twilight eventually parted, yielding to their need for oxygen. The girl exhaled before wiping the sweat from her forehead. The outside world was hot enough, and Twilight's intimate interactions with her lover may prove to melt her very being by the end of the day.

Peter planted his lips over Twilight's crown before making his way back inside. "It's not as beautiful as you," he declared, unknowingly causing his lover's cheeks to bloom. Peter knelt down next to his suitcase, pausing once Twilight made her way back inside and took a seat on the edge of the bed near his position. A smirk formed on the young man's face. "Before we go to the beach, there's something I want you to do for me, Twilight."

Twilight tilted her head to the side. "Huh? What is it?"

Peter's grin darkened. "I'm a light sleeper when I want to be. I saw you take a picture of me with JARVIS." Twilight's complexion paled as her eyes shot open, but she attempted to hide her guilt with a forced smile. Needless to say, it failed, prompting Peter to playfully tap her forehead with a closed fist. "You're lucky I don't have a camera. Even if I did, I wouldn't go through with it. I'm not that evil." He raised a finger and pressed it against the tip of Twilight's nose, his exasperation evident. "You're still not off the hook."

Twilight giggled sheepishly. "W-What did you want me to do?"

Several minutes passed, but Peter and Spike waited patiently in the lobby, both stifling their laughter. The door to the bedroom creaked open, only to slam shut immediately afterward. Twilight's irritated groans were heard from the other side, adding to Peter's and Spike's amusement. The doorknob turned, but no progress. This was humiliating. Twilight moaned inwardly, knowing she was a victim of karmic exchange, but she only wished the repercussions hadn't come so swiftly. However, this was a one-time occurrence, shared only by her little brother figure and the love of her life. Should news of this incident find its way to the outside world, Twilight knew who to hunt down.

Exhaling, Twilight surrendered her pride, opened the door, and stepped into the lobby. Spike's laughter morphed into relentless guffaws, and the dragon was soon on his back, clutching at his sides. Twilight's face was as red as a tomato, matching the color of the Spandex wrapped tightly around her body. The girl was silent in her awkward march, and Peter's small smile did nothing to lighten her embarrassment. Despite wearing her boyfriend's Spider-Man costume, Twilight felt naked as the tights matched her body movements with little to no restraint.

If not for her long violet locks she would have worn the mask as well. At the very least, that would have hid her flushed features. Peter folded his arms and grinned. Despite their considerable height differences, his costume fit Twilight perfectly, further complimenting her subtly voluptuous figure. Twilight glanced at Peter from the side and posed, her blush failing to dissipate in the least. She extended her hand out, struggling to press her two middle fingers against her palm, but the princess eventually succeeded, gratefully not shooting any webbing out in the process.

"I look ridiculous," she muttered, maintaining her position. "Go ahead and say it."

"Actually…" Peter trailed off, the temperature in his face rising. His eyes wandered, carefully analyzing Twilight's figure. Clearing his mind of any suggestive thoughts, Peter approached the girl before wrapping his arms around her neck from behind. As he pulled her body against his, the young man took the opportunity and stole a swift yet affectionate kiss. His smile remained earnest and playful, filling Twilight with a familiar sense of warmth she grew to cherish. Peter tightened his grip, chuckling. "It looks great on you, Twilight. I think it looks better on you than it ever did on me."

Twilight inhaled sharply once Peter's hands fell over her hips, but despite how fuzzy her mind grew, she couldn't suppress her smile. "Aw, Peter. You're wonderful." Her eyes glanced off to the side, widening at the sight of her open computer. An image appeared on the screen, one of Peter kissing Twilight while she was in his Spider-Man costume. Before she could react, the image was minimized and saved. The screen turned black, and Twilight shot a glare at Spike, who stood next to the computer with a wide grin. "Spike!"

The dragon snickered, bringing his claw over his mouth to conceal his laughter. "Thanks, JARVIS. I'm going to hang on to that one!" Twilight sprinted over to Spike's position and wrapped her small arms around his neck in an attempt to strangle the dragon, but it proved futile as his laughter only grew.

Peter chuckled, scratching the back of his head at the sight. "There's no question you two are siblings. I bet you two would be a hit at a family reunion."

* * *

><p>Derpy had returned with her daughter, and Dinky wasted no time playing with the Crusaders. It was fortunate that the pegasus had brought a board game for the fillies to play, as it kept the ruckus confided to one area of the house and saved Trixie the trouble of having to clean up a larger mess. Everypony sat around the table, taking turns moving their individual pieces around the board. There were only five pieces, leaving Trixie and Babs Seed to wait their turn until a new game was started. While this didn't perturb the unicorn, it seemed to have disheartened the filly, evident by her saddened expression.<p>

Trixie exhaled. Today was an odd one for the unicorn. She was not one who particularly cared for fillies. In the past, they were her best customers, their naive minds believing even the most ridiculous of tales, but on a personal level, they were a headache, easily capable of gashing such a calm mind with their boundless energy. Yet today, Trixie found herself enamored with them, especially the lot that possessed deep attachment to the stallion she harbored emotions for. It was bothersome, but the unicorn didn't mind exploring these new developments in her life. It was certainly a welcoming change to her previous lonely lifestyle.

However, Trixie furrowed her brow as she deepened her stare on Babs Seed. Out of all the Crusaders, this one was immensely reserved, even around those she considered her friends. She'd heard of the filly's bullying incident from Applejack. Trixie smiled at the thought, realizing she had something in common with Babs. This only added to the unicorn's curiosity. Babs had only stated she looked up to Peter like a big brother, and Trixie could only ponder how that development came to be. The edge of her lips curled into a smile. There was only one way to learn the truth.

"I seem to have misplaced something. Babs, would you mind accompanying me?" the unicorn asked, standing from her seat. She quietly made her exit, and Babs, taken aback by the suddenness of the request, hesitantly followed after blowing a strand of her crimson mane away from her eye. The trip was brief. If not for the noise coming from downstairs, it would have been awkwardly silent. Fortunately, Trixie reached her room and held the door open, closing it after Babs joined her inside. She grinned. "Thank you. I believe it would be best if we talked. You seemed troubled downstairs."

"I do?" Babs blurted out, her eyes widening. The filly didn't respond right away, her ears lowering into her mane once she felt Trixie's knowing gaze on her. Turning her head, Babs cleared her throat and waved her hoof. "It's nothing serious. I was just thinking about something, that's all."

Trixie smirked, arching a brow. "Thinking? Of what exactly? Did it have anything to do with Peter?" Babs recoiled at the name, and Trixie gave the filly an affirming nod, seeing as Peter was on everypony's mind today. The unicorn made her way to the bed, taking a seat before motioning for Babs to do the same. "I can tell he means a lot to you. I know why Applebloom loves Peter like a brother, but I don't quite know your reasoning, Babs. Would you mind sharing your tale with me? I promise I'll keep it a secret."

Babs opened her mouth, ready to respond, but once a strand of her mane fell back over her eye, she blew it back. "A secret, huh?" she murmured, her voice wavering. The filly alternated her gaze between Trixie and the ground, but Babs nodded, inhaling deeply. "I never really had a big brother. Whenever I saw Applebloom with Big Macintosh, I got a little jealous, but that's not why I asked Peter to be my big brother, too." She bit her lip. "I was picked on a lot back in Manehattan because I'm a blank flank."

Trixie's gaze softened. "I know. Applejack told me about that. I'm sorry. Fillies can be unusually cruel."

Babs furrowed her brow. "After we made up, I got to meet Peter. It was weird seeing an adult pony with a blank flank, but he was pretty cool. He acts like a complete dork, but he's the nicest pony I've ever met. I always asked him about his blank flank, like if it ever bothered him. It never did. I don't think Peter cares if he ever gets his cutie mark." Babs poked her lips out and shrugged. "I guess since he's a prince and knight now, it doesn't matter."

Trixie chuckled. "Yes, well, Peter _is _quite unusual, but it's clear you already know that." The mare and filly shared a smile before Trixie sobered, giving Babs a stern yet gentle expression. "So you bullied the other girls. I did the same thing to my friends recently. No good came out of it, and I was alone." She managed to smile. "It was fortunate Peter was able to teach me that it was okay for me to be myself. Now I'm never alone with friends I love."

Babs tilted her head to the side. "Applejack said you used to be a jerk." Trixie blankly stared at the filly, but her eyes widened when Babs gave her a warm smile. "You're just as nice as Peter to me."

Peeping, Trixie's face flashed to a shade of red. "D-Don't be ridiculous."

Oblivious, Babs rubbed her hooves together. "This reminds me of a talk I had with Peter. He found out how I treated the Crusaders, and…" The filly trailed off, biting down on her lip, but she met Trixie's gaze, shaking her head. "It was probably the only time I saw Peter angry."

* * *

><p><em>Peter paced about with his eyes fixed on the ground. The other Crusaders were at Sweet Apple Acres while Babs Seed was asked to accompany the stallion on her own to the clubhouse. Usually, Peter was a cheerful pony, but after Applejack had discussed something with the stallion, he seemingly lost his smile. Babs was nervous, evident by her shallow breathing. Several exasperated groans escaped from Peter. He was clearly upset with her, not having said anything coherent to the filly for the duration of this sudden trip, and Peter occasionally shot glares in Babs' direction.<em>

_Peter stopped in his tracks and took a seat in front of Babs Seed on the grass. "Okay, kid. We need to talk." His voice was stern yet there was still a hint of gentleness felt within. Babs weakly nodded, keeping her body as low to the ground as possible. Peter folded his hooves and frowned. "Applejack told me what happened the other day. She said you were bullying the Crusaders, calling them names and whatnot. I know you all made up, but I want to talk to you about it. Now." He sighed, placing his hoof over the filly's shoulder. "I heard about your troubles in Manehattan. Is that why you started bullying the others?"_

_There was only one pony in front of Babs, but it felt as if the entire world was staring her down. "Y-Yeah. I'm the only blank flank in my class, and everypony won't leave me alone about it." The one strand of mane that always irritated Babs fell over her eye, but she dared not to blow it away, seeing as it prevented the filly from meeting the stallion's gaze. "So I started pushing back. It made everypony stop picking on me, so…"_

_Snorting, Peter shot the filly a bemused glare. "So you thought it was okay to walk over everypony? Applebloom, Scootaloo, and Sweetie Belle never bullied you. Did they deserve it? You __**know **__how much it hurts to be stepped on. If you pick on everypony, you'll be no different than the ones who bullied you." Peter reached out and pulled the filly into his chest, wrapping his hooves tightly around her body. "You're a great kid, Babs. I know what it's like to picked on. When I was your age, I was bullied every day. I'm not yelling at you. I only want you to understand what it really means to treat everypony badly."_

_Babs pulled back, making eye contact with the stallion for the first time since the conversation started. Her eyes perked. "Really? You were bullied, too?"_

_Peter smiled halfheartedly. "You better believe it. My bully's name was Flash Thompson. He stole my lunch money, shoved me into lockers, beat me to a pulp, and made every cool kid in the school hate me." Babs closed her eyes, wrapping her hooves around Peter's neck. The stallion held her close, frowning once he felt his chest grow wet. Small sniffles escaped from the filly, but Peter shook his head, exhaling. "It's that reason why I had such a hard time making friends. One day, I had enough and nearly beat Flash to a pulp. I could have paid him back, but I didn't go through with it. If I did, I'd be no different from him. That's why I wanted to talk to you."_

_Babs wiped her hoof across her face. "Huh?"_

_His smile was earnest, lacking any humor. "I know what you're going through. There's always a bully somewhere. Don't make the mistakes that they do. Be yourself, Babs. Just because you __**can **__bully somepony, doesn't mean you __**should**__. It's like my uncle told me. With great power comes great responsibility. I turned into a bully once. I never wanted to do it again. Besides, it's so much easier to be nice. You can make a lot friends that way. Don't make the same mistake as me."_

_It was a simple confession, one told sternly and honestly. Babs was unsure of what to make of the situation. She wanted to cry. The Crusaders forgave Babs despite her harsh behavior, and now Peter, a pony she practically just met, talked to her as if he had known the filly his entire life. It was wrong. Babs sniffled, somehow smiling despite her falling tears. She didn't want this to be a visit any longer. Applebloom, Scootaloo, Sweetie Belle, and Peter were worth so much more than most of what Manehattan had to offer. They were friends and family. Peter held Babs with gentle assurance, allowing the filly to let out her emotions._

* * *

><p>"I have to leave for Manehattan in a few days. I don't want to leave, but I know I have to," Babs whispered as they ventured down the staircase, stopping once she reached the bottom. Her strand of mane drooped over her face again, but Trixie used her hoof to slide it behind the filly's ear the moment she caught up. Babs gave the mare a wide smile. "I want Peter to come back soon. At the very least, I want to see him before I leave."<p>

Trixie's smile was as wide as the filly's. Curse it all. Parker and his little band of sidekicks were really getting to her. "He'll return shortly, I assure you. That tingling feeling we all felt earlier? It will never fade. As long as we cherish our precious memories, we will always remain connected to Peter. As long as you promise to never forget, he'll always have a place in your heart. Peter is _my _best friend and _your_ big brother. If he didn't return, we would have to hunt that idiot down, right?"

"Right!" Babs giggled, resting the side of her head against Trixie's chest affectionately.

Both ponies reveled in the warmth they shared. Eventually, they made their way back into the lobby, but Trixie paused, staring dumbly at the sight waiting for them. Everypony continued playing their game, oblivious to the figure sitting in Trixie's seat. It appeared to be a zebra, her striped coat giving indication to that fact. Trixie scoffed, refusing to buy into her imagination. There was no way a witch of voodoo was in her abode. Trixie didn't personally know of any zebras, let alone one with a mohawk and golden bands around her neck. Trixie shrugged before her senses came to life, triggering a rational response. The mare pointed at the intruder, screaming at the top of her lungs. The zebra closed her eyes and calmly downed her tea, all while Applebloom freed her gaze from the game momentarily.

"Oh, Trixie! Have you met my friend, Zecora?" Applebloom grinned, immediately turning her attention back to the game.

Trixie paused, aghast. "No! I've never met a zebra a day in my life! How long has she been here?!"

Applebloom waved her hoof dismissively. "Uh… she's been here the whole time. Zecora came here with us."

This didn't help calm Trixie. On the contrary, it only served to add to her panic. The unicorn threw her hooves high over her head. "What?! Why didn't anypony tell me anything?!"

Scootaloo, Sweetie Belle, Applebloom, and Babs Seed stated in unison. "You never asked."

Trixie slammed her hoof over her forehead in response. "When I see Parker, I am going to kill him, slowly, for leaving me alone with psychotics!" Turning her head sharply, Trixie faced the zebra, slack-jawed. "And what do _you _want?!"

Zecora's brow rose, but she calmly placed her glass back over the table before glancing out of the window. "Peter is my friend, one true and dear, but I fear…" Her blue eyes softened. "His end may be near."

* * *

><p>Doctor Strange appeared in a flash of light before the door to Twilight Sparkle's room. While she, Peter Parker, and Spike were off on their trip to the Bahamas, Princess Luna volunteered to stay behind and learn of human etiquette on her own. She had stayed in her room for nearly two days now, and Stephen couldn't help but ponder if the talking pony was at least hungry. He knocked at the door, waiting patiently for a response. Equestrian females seemed rather impulsive, and the last thing Doctor Strange wanted was another hole in his wall. He knocked again, humming at the lack of a response. Slowly and carefully, Stephen opened the door to the room, and much to his relief, there was nothing to be found. He extended his glowing hand, furrowing his brow after a brief moment.<p>

"There are small remnants of distorted magic in the atmosphere. It's safe to assume the princess teleported from here recently," he muttered before his eyes widened. His breathing grew shallow, but Stephen recollected his nerve, placing his hand over his throbbing cranium. "My senses are sensitive due to my constant use of magic as of late. It seems I can sense magical energies outside the walls of the Sanctum Sanctorum. There are two individuals nearby. Both very powerful."

Strange turned around, shifting his grey irises about. "One is very dark. Malevolent. It's in the middle of the city somewhere. The other is on the outskirts of the city, slowly approaching the darker one. It's… chaotic, like nothing I've ever sensed before. This situation is dangerous. I have a distinct feeling that Princess Luna may have sensed the same thing. I would call Fury, but his team is still dealing with a crisis in Atlantis."

Stephen ran his fingers over his goatee before vanishing, appearing in his room where a crystal ball rested. He murmured several incantations, causing the orb to glow brightly. "I have to warn Spider-Man of the situation. Maybe Twilight Sparkle can figure out-" The sorcerer paused, his eyes widening at the image within the crystal ball. "I see. It seems Princess Luna has the same thing in mind. She's on her way to them now."

* * *

><p>It stood several feet tall, nearly the same height as Twilight. Each boiled piece of meat rested soundly between a bun, and its scent roamed throughout the entire room. Spike reached into the pile and retrieved a few of the treats before tossing them into his mouth. Twilight threw her hand over her mouth, suppressing the urge to regurgitate on the spot. They were called 'hot dogs'. During her date with Peter yesterday, May had offered the dragon a hot dog on a whim. Now, as he slurped and chomped every hot dog in his path, Spike couldn't get enough of the treat.<p>

"Thanks, Peter! These are great!" Spike managed between his chewing sessions.

Twilight grimaced, giving Peter an uncertain expression. "These aren't actually made of dogs, right?"

Chuckling, Peter shook his head. "No way. It's just in the name. Hot dogs are filled with several meats, but dogs aren't one of them. "

Her stomach churned, leaving Twilight to turn away from Spike's feast. "Sounds disgusting. I'm going to be sick," she moaned, quickly downing a glass of water to settle her stomach. Peter walked over, placing his hands over her shoulders. His fingers pressed against her skin before going into circular motions, massaging the muscles underneath. Twilight sighed, giving into the pleasure, but as Spike's eating reached her ears, the girl exhaled. "I still think this is a bad idea. Spike has never eaten meat before. He has the same standards as any Equestrian."

"Maybe, but Spike's a _big _boy now. His appetite and metabolism are drastically different from what they usually are. It's only while we're on Earth, so let the little guy have his fun. Besides, the animals here aren't sentient, and hot dogs are typically made from muscles and meat trimmings of pork and beef. So it's really just meat scraps that Spike's eating and…" Peter murmured, pausing once Twilight fell to the side while gagging. She waved her hand and shook her head, begging that the young man stop. Peter nodded, grinning. "Yeah, it's pretty disgusting when you think about it."

Twilight's face was nearly green. "Why do humans need meat again?"

Peter cupped his chin in the palm of his hand. "The reason why humans have such large, well-developed brains is because we're omnivorous. We need that protein and cholesterol (which is present ONLY in meat) for a properly developed brain. It's one of the reasons yours truly is a science whiz." He patted Twilight's shoulders playfully. "Really, if you were here for longer than a month, you'd have to start eating protein in SOME way." A smirk formed on Peter's face. "It's sort of why a lot of women have so many hormonal problems; they don't consume enough protein. That also might explain your short temper and violent outbursts-Ow!"

Twilight rubbed the aches from her palm, her boyfriend's forehead proving to be harder than she thought. "Then it's a good thing I'm only visiting for a short time."

Peter ignored the throbs coursing through his forehead and edged closer to Twilight, planting a kiss on her cheek. "Hey. I love everything about you, especially your short temper. You're cute when you're mad."

The temperature in Twilight's face rose, and the girl glanced away, flustered at her flurry of emotions. "You're so stupid. I don't care what you say, we're having a fruit salad tonight and forgetting this ever happened. No questions asked."

Peter smiled, lowering his head until his lips brushed against Twilight's ear. "Fair Spike's eating, we can go to the beach. I can finally see what kind of swimsuit you bought," he whispered, his tone playful.

Giggling, Twilight's brow rose. "You're such an animal sometimes, but I would be lying if I said I didn't like it occasionally. I'll go get ready."

She prepared to leave her seat, but a stinging sensation coursed through the center of her chest before a small light shone from within. Before anyone could react, a woman dove from the light, seemingly materializing from Twilight's chest. She landed several feet from the young woman, but inches from Peter. Her skin was fair, concealed underneath a silky, blue dress. Her wings were angelic, despite the dark shade of the feathers. The woman got to her feet, keeping her royal blue eyes fixed on Peter.

Twilight stared at the intruder with her mouth agape, but she shook her head, finding a way to smile. "Princess Luna!"

"P-Princess Luna?!" Spike blurted out, ceasing his eating abruptly.

"Luna?!" Peter followed, tilting his head to the side as he analyzed the woman's body further. Despite him standing upright, Peter only reached Luna's chin, their height differences apparent. While her hair was not her aura-like mane, its shine was unparalleled, glittering even during the brightest of days. Luna frowned, as if uncertain of what to make of Peter's silence. However, the young man nodded, placed his hand over Luna's bare shoulder, and gave her a genuine smile. "I have to say, you look great as a human. You look… natural, even with your wings. This look suits you well, Luna." His eyes wandered, glancing away from the large bags on the woman's chest. "You're… well-endowed, too."

Luna's eyes widened, shuddering involuntarily as Peter's hand touched her skin. Due to her pale complexion, it was easy to see the pink blush stain in her cheeks. Clearing her throat, Luna glanced off the side and avoided Peter's gaze as she walked past the young man. This effect was alien, one she never experienced before meeting Peter. The inside of her chest burned, yet Luna cherished in this tingling sensation.

Even now, the brazen fool's words affected her, and if one looked closely, the princess bore a ghost of a smile. "Your sentiment is… appreciated, Parker." Her smile faded, allowing Luna's signature frown to resurface. "I'm afraid there is no time for us to exchange pleasantries. We have a situation."

Spike stepped over to join the others, taking a seat behind Twilight. Concern filled his large, emerald eyes. "A situation? That doesn't sound good."

Peter shrugged, exhaling. "Considering Luna just teleported through Twilight, it's pretty obvious there's trouble. Unless it's every day a shape-shifting alicorn just appears in the living room for no real reason. What's worse is that this isn't even the tenth weirdest thing to ever happen in my life. I was the Bombastic Bag-Man for a day. That was trippy. Then there was the time I was transformed into a pony. It seems like just yesterday that happened. Did I also mention-?" Upon receiving glares from both princesses, Peter folded his arms. "Fine. I'll keep quiet, but you have to tell me how you found us, Luna. We're a few thousand miles from New York right now."

Luna extended her hand, allowing a small, magical orb to form over her palm. "Simple. I shared a tracking spell with Twilight Sparkle before your departure. In case of an emergency, it is always best to carry a contingency plan. Surely you understand, Parker?"

Closing his eyes, Peter sighed. "Magic is so convenient sometimes."

Twilight placed her hands over her hips before shooting a stern glare in the direction of her knight. "Stop it, Peter. This is serious." Peter obliged, raising his hands in a form of surrender before shifting his gaze to meet Luna's. Once Spike gave the princess his full attention as well, Twilight tilted her head to the side. "What seems to be the problem? Is it Norman Osborn?"

Princess Luna shook her head. "Not exactly. It is Sunset Shimmer. During my meditation, I was able to sense her magical signature. It is much like your own, Twilight Sparkle. However, I also sensed a portion of Discord's chaotic signature within Sunset Shimmer, but those powers were wild and unrestrained. I am uncertain how, but I do know she is approaching the city near our hideout. Even a fraction of Discord's power in one's possession can cause untold levels of destruction."

"Sunset Shimmer? That girl who stole Twilight's crown? How did _she _get some of Discord's power?" Peter questioned, scratching the back of his head. His eyes widened at a thought. "Hang on. If you can sense Shimmer, can you also feel Osborn?"

"Unfortunately, no. The source of their location is heavily shielded. Otherwise, I could find Discord or Norman Osborn," Luna replied, earning an irritated scoff from Peter. The princess gritted her teeth, her frustration matching the young man's. "We do not know what Sunset Shimmer's intentions are. If she is still aligned with Osborn or has chosen to rebel, I fear for those around her. We must act quickly and intercept Sunset Shimmer before she can reach the city's inhabitants."

Twilight nodded, a look of determination forming on her face. "Then we shouldn't waste any time! If Shimmer is on her own, this might be our chance to save her. Maybe then she'll tell us what's going on and reveal Osborn's location."

Spike raised his claw, blocking Twilight's path to the bedroom. "Wait, Twilight. Do you remember what Doctor Strange said? You can't use the power of the Elements of Harmony by yourself again! If you do, you'll…"

Luna's mouth hung open before closing. "You were able to use that power on your own? It took eons for my sister to succeed in the act. You are truly special, Twilight Sparkle, and you've only begun to unlock your potential." She stepped away, folding her slender arms over her ample breasts. "Do not trouble yourself, Twilight. If Sunset Shimmer's mind has been plagued, I can use my magic to free her from Osborn's control." Luna shared a glance with Peter. "However, our priority should be subduction. There is no question that we may have to use force. My sister has forewarned me of her former student's aggressive nature, and judging from the level of power I sensed, we will be in for the fight of our lives."

Peter glanced away, maintaining his silence, but after a few moments, he faced Luna with a vigorous smirk. "Then it's a good thing I finished my experiment." Several minutes passed as Twilight and Peter put on their heroic attire. The moment they were fully dressed, Spider-Man and Twilight climbed onto Spike's back before Luna teleported them to their destination. Everyone appeared high over the city in a flash, fortunately in the clouds where no one could see them. Twilight pressed her body firmly against Peter's back, wrapping her arms around his neck. Spider-Man patted Spike over the head, leaning over to the side. "Spike. Hang high. Don't come down until we give you the signal."

Spider-Man placed his hand over Twilight's arms, gripping them before leaping off of the dragon and going into a free-fall. Luna followed with her arms and wings stretched out, allowing the wind to aid in her flight. Once the buildings were within range, Spider-Man extended his free hand and shot a strand of webbing onto the nearest wall. His momentum carried the pair into a swing, allowing Peter to release his web and fire a second, repeating the swinging process. With each swing Spider-Man took, Twilight found her grip tightening, yet she felt ecstatic, smiling widely despite partaking in a dangerous stunt. Even Luna, whom many considered an ice queen, matched Spider-Man's speed, all while holding a grin. They were rushing into imminent danger, but they were united, driven by their shared connection to survive.

Spider-Man nodded. "Okay! Let's go save Shimmer!"

Luna's brow lowered before her eyes shot open. She pointed ahead, near street level. "She's in that direction." Her wings flapped, giving the woman a burst in speed. She flew ahead of Spider-Man, prompting him to release his strand of webbing, maneuver his body in mid-flight until Twilight was cradled in his arms, and descend into a free fall. Luna nodded. "Hurry!"

* * *

><p>Within the walls of the Daily Bugle, chaos was running amok. Files of paper were scattered about, forcing several individuals to stop in their tracks and grab each piece they could. A man walked over the mess with a woman following close behind, both making a beeline for the main office. They stopped at the door, sharing a glance with each other before the man knocked at the door. Due to the surrounding chaos, it was difficult to hear the sounds coming from the other side. Before the man could knock again, the woman reached for the knob and pushed the door open.<p>

"Mr. Jameson! There's something happening!" she declared, pausing once the person behind the desk shot her a glare. He was an older man, a large vein throbbing just beneath his short, flat-top haircut. He held a phone next to his ear, but upon the intrusion of his guests, he slammed it over the hook. The woman furrowed her brow, seemingly unphased by the older man's anger. "Have you heard? There's something happening on the south side of the city. Apparently, there's a bat creature destroying everything in sight."

The older man brushed his hand over the short mustache on his lip. "Betty! You're coming in here like you have something new for me! We all know this city is full of freaks and deviants! Instead of talking to me, how about you send someone to go get some photos of this bat thing!" He paused, shifting his glare to the man standing next to the woman, frustration evident in his chocolate features. "Is that why you're here too, Robbie?"

Shaking his head, Robbie stepped forward until he was a few feet from Jameson's desk. "No. That's not all. There are several witnesses calling in a sighting. I thought it was a hoax, but we have over a hundred calls confirming the same thing." His gaze fell to the ground. Jameson's brow rose as a smile formed on Robbie's face. "There's an angel and another female heading for the area. However, eyewitnesses confirm that Spider-Man is with them. We're not sure if he's the real deal, but since he's web-swinging, it's safe to say Spider-Man's back."

Silence filled the room. Jameson's eyes were as wide as saucers at the mere mention of Spider-Man's name. "So, the prodigal son returns! I should have known that menace couldn't learn to stay away." Robbie shook his head disapprovingly while Betty placed her hand over her forehead. Jameson stood from his seat and walked over to the window. "Get our photographers out there! I need photos! Photos of Spider-Man!"

* * *

><p>Sunset Shimmer walked through the streets of the city. Local law enforcement surrounded the woman, their guns fixed on her frame. She glanced back, smirking at the destruction left in her wake. Cars were crumpled heaps of steel, flames were scattered, but as far as Shimmer was concerned, she was just getting started. Sunset raised her hand, in turn levitating every officer in the vicinity, and that same moment, she snapped her fingers, jettisoning the men high into the air. Fortunately, their flight came to an abrupt stop, each officer looking about questionably at the phenomenon. Shimmer arched a brow at the sight, her eyes widening once the men disappeared in bright flashes of light.<p>

Princess Luna flashed into sight, standing several feet away from Sunset Shimmer. They both glared intently at each other for several moments before the princess raised her hand, causing the officers to land near her position. Spider-Man landed next to Luna before gently placing Twilight down. Each member of the police force stared at Spider-Man with their mouths agape. As Luna and Twilight slowly closed the gap between their position and Sunset Shimmer, Spider-Man walked over to the nearest officer.

"I need you guys to do me a favor and evacuate the area. It's not safe for you here," he said, leaping into the air to join Twilight's side. The officers did as they were told, each murmuring under their breath. Once they were out of hearing range, Spider-Man stopped in his tracks. "Okay. So what now?"

Shimmer's yellow irises widened, centering on the young man. "Spider-Man…" Her voice was low, barely audible. She reached out, clawing at her target. "I will kill you first… then I will destroy him. It is what my master desires."

Spider-Man shook his head. "Yeah? Well, get in line. They have a fanclub for that."

Twilight furrowed her brow. "Something's wrong. There's something different about Shimmer right now. I've seen it before."

Luna's eyes glowed, her blue irises disappearing behind a blinding light. She closed her eyes and scoffed. "It's as I feared. I can't get through to her like this. Osborn has completely removed Sunset Shimmer's free will." The princess stretched her arm out, prompting Spider-Man and Twilight to stand behind her. "We must subdue Sunset Shimmer as quickly as possible to minimize collateral damage, but we must weaken her first." Luna frowned bellowing at the top of her lungs. "**Spike! Now**!"

Spike soared through the sky, landing inches behind Sunset Shimmer. The ground shook from the impact, but the dragon lashed out, preparing to strike the woman. However, the moment his claw neared Shimmer's body, Spike's body froze. He strained, trying to move his muscles, but Sunset turned sharply and smirked, her hand emitting a bright light. She lunged forward, driving her fist into the dragon's gut. The glass on the surrounding buildings shattered as a shockwave erupted, and Spike was sent careening skyward until his massive frame slammed through the wall of the upper stories of a tall skyscraper.

Twilight yelped, reaching for the dragon. "Spike!"

Spider-Man pulled Twilight back, his masked eyes fixed on Shimmer. "Okay. She was not nearly that strong on the helicarrier." Stealing a glance in the dragon's direction, Peter turned Twilight around and placed his hands on her shoulders, making certain her gaze met his. "Twilight. Listen. Go check on Spike. Luna and I will hold Shimmer's attention."

Nodding, Twilight placed a hand over Spider-Man's cheek. "Okay. Please, be careful. I'll be back!"

Shimmer cackled, extending her arms to the side. Two trucks levitated from the ground, hovering over the woman. "All enemies of God…" she threw her hands forward, sending both vehicles flying towards the remaining trio, "will be eliminated!"

Spider-Man ran forward, diving through the open windows of the truck, and the moment he hopped from the passenger side, Peter extended his hands and fired several strands of webbing. Like a net, the gossamer trapped the vehicle and held it in place. Luna's wings stretched out before lifting her frame from the ground, and she swayed her legs, narrowly avoiding the vehicle thrown in her direction. Using her magic, Luna stopped the truck's flight. The princess then turned around, howling as she launched the vehicle back toward Shimmer.

The truck struck the ground mere feet from Sunset's position, exploding upon impact. Shimmer's body was engulfed in flames, but the girl waved her hand, diminishing the fire with a gust. Spider-Man landed behind Sunset and threw a punch, but Shimmer teleported out of sight, causing him to miss wildly. The woman reappeared to the side of her foe before he couldrecover, clenched her fist, and slammed it into the square of Peter's back. Glowing, white cracks coursed over Spider-Man's body before spreading across the area and the surrounding street. The eerie sound of shattering glass echoed throughout the airwaves, and Peter flew across the street, slammed through a telephone booth, and crashed into a store, landing face down on the floor.

Luna's eyes widened. "Spider-Man!"

Shimmer ran her tongue over her finger before her wings spread, giving her flight. "I will erase your very existence…" She flew forward, swiftly approaching Peter's position. Luna's mouth fell agape, but she recollected her senses, flying after Sunset. Shimmer's fist glowed, emitting that familiar light. Spider-Man shook his head, staggering back to his feet, but the moment he peeked up, Sunset hovered over his body, prepared to strike him a second time. "Now fade… _from existence_!"

_**To be continued...**_


	49. Homecoming, Part VII

_**Chapter Forty-Nine "Homecoming, Part VII"**_

Everypony in the room inhaled sharply, each recoiling as a searing pain rushed through the confines of their chests. Trixie slammed her eyes shut and clutched at her forehead, distorted images flashing through her mind. They were blurry, but clear enough to reveal a pony standing alone in a white void with his back to her.

Trixie found herself trapped in the void as well. She furrowed her brow and looked around aimlessly, before her gaze centered on the stallion in her path. It was Peter. Her eyes softened as they beheld his unkempt, chocolate brown mane. The masculine curve from the base of his skull to the end of his neck that defined his masculine physique, and the thick stallion muscles that Twilight must have adored to embrace.

A great weight lurched forward in her chest, and it felt like the air in her lungs had stopped flowing completely. She needed to reach out and touch him. As her hoof made its way forward, the image of Peter began to fade, eventually dissipating completely into the emptiness of the void.

Shaking her head, Trixie opened her eyes and cried out, "No! Come back!"

She panted in a struggle to regain her breath. Trixie was back in the library as if nothing had even transpired. Befuddlement filled her violet irises, and she realized that the other mares in the room were experiencing the same symptoms.

Derpy had collapsed onto the floor, her trembling hoof tight against her chest. The fillies, each out of breath, were wiping tears from their eyes. Even the newcomer, Zecora, was troubled as she leaned against a wall for support, a sharp pain in her chest making her cringe. Trixie's brow lowered. It was not a coincidence; she was sure the phenomenon that had brought them together was worsening.

Trixie shifted her gaze to the ceiling. "My stars! What is going on? It feels like a part of me is dying, but why do I keep seeing visions of Peter?"

Zecora's posture straightened as her breathing leveled. She trotted over to Derpy and placed her head under the mare's chin, straining to help her back to her hooves. "We all felt that pain deep in our heart, and there is no question that Peter plays a part." The zebra paused to help each filly get up from the ground, and when everypony was finally on their hooves, she raised a hoof high above her head and continued. "Peter has formed connections with us, each very dear, and now we can sense, his end drawing near. It is because his spirit has grown and spread throughout the world. Now, the Web of Life will soon be uncurled. Peter's life is tied to many events, and for the Web, we can consider ourselves segments."

An exasperated Trixie stomped forward until she was a mere hoof's length from Zecora, paying no mind that the zebra was a bit taller than herself. "Look, I don't understand what's going on, but don't say Peter is going to die! How could YOU possibly know what's going on?!"

Zecora, undeterred by Trixie's impulsiveness, calmly held her ground. "My spirit is connected to the world and those around me; that which you struggle to acknowledge, I can easily see. When I first met Peter, I sensed the truth, but it was difficult to believe without further proof. Our bond was formed when we saw each other last, when I quickly learned that he was a fellow outcast. Then, I came to understand the bond we shared, when I looked back and realized how much Peter cared." Placing her hoof over her chest, Zecora smiled. "That memory is special, one I adore, and I hope you can begin to understand the situation, at least a little more."

* * *

><p>"<em><strong>She's so weird."<strong>_

"_**I wish she would practice her voodoo somewhere else!"**_

"_**She's not a zebra, she's a witch!"**_

_Those were just some of the mocking comments the citizens of Ponyville had, on occasion, made to Zecora in the past. They usually didn't bother the mare, though. Her visits to town were rare, and words were just words, after all. It's normal for the fearful ignorant to lash out at the things they don't understand. _

_Even while keeping a low profile, Zecora managed to make a decent number of friends, and she believed with time that the other ponies in town would open their hearts. Three years had passed since she moved into the Everfree Forest, and she was just as ostracized as before, with ponies staring at her with uncertainty, distrust, and fear. _

_Zecora exhaled, trotting through the streets of Ponyville with her gaze fixed on the ground. Her ears twitched at every hushed voice that murmured uncertainties, and her glare deepened for every stare shot in her direction. Zecora was not a vindictive individual by any means, exercising patience and restraint for the sake of common courtesy, but on that day, the mare was on her last nerve. Everypony's behavior had passed the point of being tedious and was approaching maddening. After the marketers almost refused to sell her fruits, Zecora only wanted to get away and return home. _

_The mare stopped in her tracks, gazing at the clear sky above. She would have her peace, but it would be lonely, something the zebra had also grown accustomed to. It made her miss her home, but hours of solitude gave her time to meditate, study, and broaden her understanding of the world. Yet, like anypony, company was something she longed for, and she almost always went without it. It was her choice, one she often debated on whether it was right or not. Pushing those thoughts to the back of her mind, Zecora nodded and readied herself to return home. _

"_Zecora!" a male's voice called from behind. _

_The mare turned to find the source, her eyes widening at the familiar sight of a light-brown stallion. He skidded to a halt, stopping a few hoof-lengths from Zecora, and despite being out of breath, he offered the mare a smile. Her eyes softened. This was the same pony who had saved her from a Hydra a number of weeks ago. The villagers called him Spider-Mane, but Zecora knew him better as Twilight Sparkle's eccentric yet kind roommate, Peter Pony Parker. Her smile formed to match his. She also considered him a friend._

_Peter chuckled. "I've been trying to get your attention for a few minutes! At first, I actually thought you were ignoring me! Then I realized that sort of thing happens to me all the time. I was afraid something might have been wrong. This isn't a bad time, is it?"_

_Zecora shook her head. "I am sorry, Peter. I did not mean to be rude. It's just… I am in an unpleasant mood."_

_Grinning nervously, Peter nodded. "Yeah, I can tell. I don't think you smiled even once while you were at the market. You should smile more, you're cuter that way! You know what they say: it takes more muscles to frown than to smile." Zecora's steely facade evaporated. Her gaze widened, her ears perked straight up, and a light gasp escaped her mouth. A hotness grew in her cheeks, and fortunately for her, Peter was oblivious to it. His smile lingered. "Did you want to talk about anything? I still owe you for your help a while back. There's a diner on the other side of town, we could grab a bite while I still have a couple of bits to spare. Twilight sort of has this new roommate... her name's Trixie, and most of the spare bits have been going toward her. She's a bit high-maintenance; this might be the only chance I have to take you out."_

_Zecora furrowed her brow. She had heard from Twilight that her roommate was a bit of a chatterbox, but considering that conversations were difficult to come by, Zecora didn't mind. In fact, she grew fascinated with him, one who could talk to her so offhandedly._

_She shook her head, her mind finally registering the stallion's request. He actually wanted to take her to lunch. Zecora blinked. The last time a stallion took her out was back in her home, and that was during her teen years, many moons ago. It was unusual, at least for the herbalist. Her brow lowered at a second thought. There were matters that concerned her as well about Peter's request._

_Zecora glanced off to the side. "It has been quite some time since we have seen each other, and I revel at the chance to enjoy your company further." She paused, shifting her gaze to the village momentarily. "My appearance would surely cause a disturbance around us, and the last thing I want to do is cause a fuss." The corner of her lip curled, forming a ghost of a smile. "Otherwise, I would accept your request, but for now, I think my departure would be best." _

_Peter tilted his head to the side. "Your appearance? So what if you're different? Sure, you look different than most ponies, but I honestly find your appearance refreshing. You have an exotic look about you... I like it! Besides, I think tall mares are cute." _

_His words were honest, said without any hesitation. Zecora's mouth fell agape. Peter was truly unusual, but as she learned from that fateful night, the stallion was foolishly idealistic when it came to others. It was silly, yet charming. Zecora smiled, unaware that her cheeks were burning. Now she understood how Twilight Sparkle became so enamored with him. It would only be a matter of time before the unicorn would finally understand her hidden feelings for the stallion, but for now, Zecora enjoyed hearing Peter's words, as they were meant for her. It was… charming to hear a stallion be complimentary. Zecora was still a mare, after all._

_Peter peeked back before raising his tail. "You won't be the only weird one. I'm a blank flank, remember? Even back at home, I had to deal with Jameson's false rumors and stuff." Placing his hoof over the mare's shoulder, the stallion grinned. "All I'm saying is that you can't let the negatives get you down. Focus on the positives! You're wise, tall, great with herbs, cute, and I hear you make fantastic tea." He quickly removed his hoof, chuckling nervously. "As far as I'm concerned, you're great. Now c'mon already! I'm starving, and I haven't eaten since breakfast."_

_For the first time since she left her hut that day, Zecora found herself smiling unconditionally. Peter turned and waved his hoof, motioning for the mare to follow. Zecora did as she was told, walking alongside the blissfully unaware stallion. Some ponies stared at the pair with confusion, yet for Zecora, their opinions no longer mattered. The entire world was empty, occupied only by Peter and herself. It wasn't lonely, and it was considerably warmer than the cold existence that Zecora had barely lingered in earlier. Peter knew what it was like to be an outcast, shunned unfairly by those around him, and Zecora leaned on that sense of understanding._

_'Such gentle nature, I must say he is cute. That is something, I will never refute.'_

* * *

><p>"So you, too…" Trixie whispered, trailing off. She cleared her throat before lowering her head to Zecora. "I apologize for my outburst earlier. I had no idea Peter helped you as well. J-just make sure to knock next time! Doors were invented for a reason, you know!" After Zecora nodded in response, Trixie placed her hoof over her chest, cringing at the ache that continued to run through her heart. "I still don't quite understand. You said Peter is the Web of Life? I've never heard of such a thing."<p>

"I was the shaman of my village, several years ago," explained Zecora, "but I was cast out when I detected a change in the world's spiritual flow. It is rumored that shamans can sense it according to our mythology, and it is true, thanks to my unique biology." The strength in her voice began to waver. She closed her eyes before her shame could become visibly evident. "I sensed that the Web of Life would change the landscape, so I ventured out to make my escape. Eventually, I found the town of Ponyville and a home in the Everfree. I feared my studies would fail, but they didn't, after a yearly count of three."

"The night the town was attacked by the dragon, I found the answer, and it was in the form of Peter, a dull-witted prancer. When first we met, I had to be a sleuth, so I gave him a drug to reveal the truth. It cleansed Peter's blood of the Hydra's poison, acting as an antidote, but little did he realize, it released a unique magical energy from his fur coat. Peter does not know of his earthly importance, because he is incredibly dense, but the Web of Life is connected to his mind: his sixth sense."

Trixie furrowed her brow. "You mean his spider sense?"

Applebloom stared at the adults with confusion in her eyes. "What does this have to do with us?"

Nodding, Zecora tapped her hoof over her chest. "We are of great importance to his life and have become strands in the Web Peter has created. Without us and the center, the Web cannot sustain life. It has been fated." The mare paused, taking time to exchange glances with everypony in the room. "Because of our connection, we share some of his pain, but it is up to the center of the Web to lighten this strain. Her magic has brought him here, and now their spirits are one. Now it is up to her, to make sure this day is won."

Derpy tilted her head to the side. "How… do you know all of this?"

Zecora glanced away. "I was informed telepathically, by one so wise. Her name was Madame Web, and she begged me to ensure Peter never dies."

Trixie raised a brow. "I have no idea who this Madame Web is, but you're making a little more sense now. We have become a part of this 'Web', and Peter is the cause. It must be a form of magic, and it must be immensely powerful to have affected all of us… but that can't be right!" The mare frowned. "I've seen Peter's magical capabilities, they're laughable at best. I doubt he even realizes what he's doing." As if a thought had just occurred to her, Trixie tilted her head to the side. "Wait. Logically speaking, if we, his friends, are the strands in the Web, the center would have to be the most important pony in Peter's life. You said her magic brought Parker here, right? That means..." Her eyes shot open. "Twilight Sparkle! It must be her somehow!"

Derpy trotted over, hesitantly raising a hoof. "I'm more worried about the pain. It keeps getting worse. My heart wanted to _break _a second ago. Then, I saw an image of Peter standing in a blank void. I kept calling out to him, but—"

Trixie finished the sentence, "He didn't respond." Derpy and Zecora nodded as their gazes fell to the side. Trixie placed her hoof over her mouth. "I don't like this. It feels like something horrible is going to happen. We have to do something, I'm just not sure what."

A rough, feminine voice chirped from above, "Well, that's a relief. I was afraid I was going crazy."

Everypony began to direct their gazes skyward, where a pegasus stood perched on the opened window railing. Brushing a hoof through her fiery orange mane, the mare hopped inside and landed gracefully a few hoof-lengths from the fillies. She pulled her violet shades behind her ears, revealing a pair of warm, orange irises. The pegasus shot everypony near her position a questioning glare.

"Can somepony tell me why Parker is on my mind, and…" she hesitated, groaning as she held a hoof over her chest. "Why does it feel like he's dying, and how am _I _feeling it?"

Ignoring the squeals of the Crusaders, particularly those of Scootaloo, Trixie shared eye contact with the pegasus. "Spitfire of the Wonderbolts. This day grows more complicated by the hour." The unicorn tapped her hoof against the floor before she nodded. "We must go to Canterlot. Perhaps Twilight Sparkle and Peter are still there. Maybe Princess Celestia can help us better understand the situation." Everypony nodded. Spitfire folded her hooves across her chest. Trixie sighed. "I'm not sure how much more of this I can take."

* * *

><p>"Lyra! Please! Control yourself! The doctor said three more weeks!" Octavia reached out, cringing with every motion her friend made.<p>

Lyra ripped the cast from her neck and hoof, trotting over to the desk on the other side of the room. "There's no time! I have to go!" She rummaged through her supplies, nodding feverishly once the book was within her grasp.

The unicorn prepared to depart, but Octavia jumped in her path, blocking the door. "What has come over you all of a sudden? You've been in a lot of pain today, and now you're trying to run out of the door?! I've had it up to here with this obsession of yours! As your friend, I am _ordering _you to—!" Octavia's words fell into her throat once Lyra slammed her eyes shut and clutched at her chest. Concern filled the mare's violet orbs. "There it is again! You can't expect me to let you go when you're in this type of condition!"

Shaking her head, Lyra pushed her way through and knocked Octavia to the ground. "Sorry, but I can't just stand around! Don't wait up, I'm going to Canterlot!" Before Octavia could respond or get up, Lyra was off at an impressive gallop. Her knapsack flew off in the heat of it all, forcing the unicorn to skid to a halt and use her magic to retrieve the belonging. Once the straps were tightened around her neck and shoulders, she sped up once more. "I know how to save him! The answer's in the book! I have to tell Princess Celestia!"

Octavia exhaled, whimpering under her breath. "I'll never forgive myself if I let her go alone." Forcing herself to her hooves, the mare quickly pursued her friend. "At least promise me you won't bombard the castle!" A sharp pain bolted through her chest, causing Octavia to recoil sharply, but she maintained her pace, managing to catch up with Lyra. "Why does _my_ chest hurt all of a sudden?"

* * *

><p><em>Twenty-eight days remain until the portal closes...<em>

Spider-Man's senses cleared, freeing the young man from his trance, and his masked eyes shot open, Sunset Shimmer just inches away ready to snuff his life out like a useless flame. Her fist glowed before she slammed it forward, generating fissures across the air. The cracks spread, forming along the walls of the buildings, but Spider-Man managed to duck underneath the first wave that came near. He leaped over the second, and a shockwave erupted from the center of the attack, forcing Spider-Man to fire a strand of webbing across the street and yank himself just outside of the blast radius. The walls of the buildings disintegrated, and the entire structure collapsed around Shimmer.

The force of the explosion blew the hero off balance, but with his superhuman dexterity he easily managed to land perfectly on his feet after a few mid-air twirls. Shimmer screeched at the top of her lungs, the vibrations from her voice causing all glass within the vicinity to shatter. She took a step forward, but a bolt of energy soared past Spider-Man, narrowly missing his head, and slammed into her gut instead, sending her body careening for several yards before it smashed through the wall of a nearby building.

Luna landed gracefully next to Spider-Man, with her gleaming hand aimed in the direction Shimmer had been blasted. Spider-Man prepared to lower himself into a defensive stance, but a loud popping sound from his side and an immense throng of pain caused his hand to clutch at his ribs instead.

"Are you all right?" Luna questioned, her narrowed eyes still centered towards Sunset's direction.

Shaking his head, Peter groaned. "Oh, I'll be okay. I think Batgirl just rebroke my ribs; no big deal!"

Luna scoffed, leering at the hunched-over hero from the corner of her eye. Even in the most dire of situations, it was evident which wisecracker was behind the mask. Before the princess could respond, however, Shimmer teleported behind her with claws reared back. Peter swayed in front of the would-be sneak attacker and drove a shoulder into her collarbone. She shrugged off the attack, following it up with a second slash attempt, but Spider-Man dove forward and wrapped his arms around Luna's body, lowering them just inches beneath Shimmer's claws. Throwing his hand on the ground, Peter pushed himself back to a vertical position, swung Luna to her feet, and countered with a wide kick.

The back of his heel collided with Shimmer's jaw, spinning her around completely. Spider-Man lunged forward, uppercutting Shimmer high into the air. Luna vanished from her position and reappeared directly above Shimmer, driving her elbow against the back of the girl's skull. Spider-Man tackled her in midair, throwing her body back to his partner, and Luna held out her hands, firing a beam directly into Sunset's chest. Shimmer bounced off the ground and cracked the pavement, rolling back to her feet, but the second she managed to stop her momentum, Spider-Man and Luna, side-by-side, hammered their fists into her wide-open forehead. Her body flew back, wiggling like a wet noodle, smashing into the door of a nearby automobile and leaving a human-sized dent in the metal.

Luna extended her hand before clenching it into a fist. Before Shimmer could free her embedded frame from the car, thunder roared across the sky. A large bolt of lightning crashed down from the heavens like a cannon blast, shredding the automobile into a million slivers of metal until an explosion of smoke and ash erupted.

Spider-Man threw his arm over his face, bracing himself from the explosion. "Luna! We're trying to _save_ her, not reduce her to a smoldering heap!" When the flames surrounding the debris died down and the sky began to clear, the erect form of Shimmer was standing before the pair, crackling all over like a broken generator and shrieking defiantly. Her skin was singed, but she paid her injuries no mind. Spider-Man moaned, his hand running over his side. "Okay. Never mind. This isn't good. How? She wasn't nearly this strong when Twilight fought her a few days ago!"

Luna's brow lowered. "Chaos is a powerful element, my friend. Osborn has enhanced her strength, but…" she trailed off, shaking her head. "I can sense Sunset Shimmer's thoughts. She's crying out in pain. Her body is fighting us, devoid of a mind, ignoring her limitations. If Sunset Shimmer continues to fight us like this, I fear she'll overexert herself for the worst."

Spider-Man nodded. "That's probably Osborn's intention. He doesn't _want _Shimmer to come back." A low growl escaped from his mouth. "That sick… he wants Shimmer to kill herself getting to us. We have to stop her, now!"

A massive surge of energy rushed out from Shimmer, enveloping every vehicle in the area. Cars and trucks began to hover above the ground as the maniacal Shimmer began to laugh, the sound now resembling the Green Goblin's cackling. The girl threw her hands forward, in turn thrusting all of the vehicles in Princess Luna's and Spider-Man's direction. In defense, Luna, her eyes burning bright, brought her own arms forward and countered with her own wave of energy. Suddenly, the automobiles stopped mid-flight yet maintained their hovering positions. Shimmer snarled and pushed her claws forward. The vehicles proceeded to continue their flight, albeit with great resistance. Luna gritted her teeth, straining as a vein throbbed over her temple.

Spider-Man leapt from Luna's side, landing on the hood of one of the airborne cars. Shooting a strand of webbing onto the underside of a nearby truck, he swung through the air before flipping from one car hood to the next. High above Shimmer's position, Spider-Man released his webbing and dove into a free fall. He landed on his feet and spun around, throwing a kick into her stomach. The air rushed out of her mouth, but before he could follow through with his second attack, the villainess waved her hand, generating a shockwave around her body. The force of the blast shattered the surrounding stone of the street and twisted the steel of the automobiles. Unable to brace himself, Peter was sent spiraling several yards backwards until he slammed through a concrete wall and skidded to a halt.

* * *

><p>The strength in Rarity's limbs left her body, leaving the rest of her to collapse. Fluttershy's eyes widened, but before she could reach out to her friend, all of the blood in her body rushed to her head, forcing the pegasus to throw her hoof over her eyes. Rainbow flew above everypony, only to crash on the back of her head, yet despite the landing, she threw her hooves over her midsection. Applejack gritted her teeth. Her oxygen was thin, and the ache in her chest worsened. Pinkie Pie's tail twitched before her poofy mane deflated and fell over her shoulders. Spectators stopped in their tracks, furrowing their brows at the group's simultaneous collapse.<p>

Rarity whimpered. "Not again. Why does this keep happening?"

Applejack shook her head, pointing her hoof at the castle on the horizon. "Ah don't know, but we're close to Princess Celestia. She'll know what's going on."

Rainbow Dash rolled from the ground, exasperated. "This is getting annoying! Every time this happens, I think about Parker! I think I even saw an image of him a second ago!"

Fluttershy held her hoof over her chest as a saddened expression filled her eyes. "You saw it, too? Um… I'm worried. Do you think something's wrong with Peter?"

Pinkie Pie turned to face her friends, desolation plaguing her usually vibrant features. "We need to hurry. I… I don't like this feeling."

* * *

><p>Spider-Man remained prone against the ground. Wailing like a banshee, Shimmer thrust her arms forward with renewed vigor. A spark ignited, knocking Luna off balance. The vehicles resumed flight, speeding towards the princess with high velocity while she struggled to gather her bearings. Before the cars could crush Luna, Twilight appeared in front of the woman in a flash of light. The young mage waved her hand, sending out a spiral of violet energy until a magical field formed around the pair. All of the vehicles sped into the shield, but instead of exploding on impact, they all phased through the energy and transformed into stuffed toys before harmlessly falling to the ground.<p>

"I appreciate your assistance, Twilight Sparkle. Although…" Luna rose her brow, pausing once her foot stepped on one of the toys and earned a high-pitched squeak. "I question your choice of defensive spells."

Twilight glanced at Luna from the corner of her eye, giggling sheepishly. "It's last minute. Sorry!" Her eyes widened at a thought. "Where's Spider-Man?"

Luna frowned. "He is injured, but within our proximity." She held her arm out, keeping Twilight in place. "Stay the course! Do not lose focus!"

Shimmer bore her fangs and hissed at Twilight before spreading her wings and taking flight. However, a shadow darkened her vision and she looked up quickly in reflex. The source of the shadow, with scaled wings outstretched, its silhouette concealed by the glare of the sun, wasted no time with pleasantries. It reared its draconic cranium back and charged at Shimmer, using the force of its body like a battering ram to carry the she-devil backward. As they approached the ground, the dragon pulled up to a safe landing, letting Shimmer continue to soar until she collided with the pavement below, forming a crater in the process. A cloud of pebbles and broken cement rose from the impact, and tremors rumbled through the ground.

Twilight and Luna, finally realizing that their newest ally was none other than Spike, rushed to the dragon's side. He certainly wasn't in the best condition to be fighting, but the help was sorely needed, and seeing his grin again helped calm Twilight's nerves in spite of the situation.

Shimmer crawled out from her hole, snarling and driven mad with anger, forcing the trio to resume their defensive positions. Her breathing was harsh, like glass scratching against a rough surface. She raised her hands, allowing magical energy from the air to fill them. Vibrations snaked their way through the streets, causing several buildings to shake in response, and the sky darkened, allowing only a few rays of light to shine through the clouds. Shimmer's hand clenched into a fist before she slammed it into the ground. Suddenly, the surrounding buildings crumbled, their foundations giving away as if a great weight were crushing them. Steel beams bent downward, succumbing to the drastic increase of gravity instantly.

Twilight's mouth fell agape. "By the stars!"

The wave sped towards them, and Luna eyes shot open. "Twilight Sparkle! To me!"

Twilight and Luna raised their hands skyward, creating a violet and blue shield large enough to cover Spike and their immediate area. The force came down, and buildings crumbled before the gravity's might. Twilight's arms shook, but the mage held her ground, letting only the odd grunt betray her determination. A second wave crashed down, slamming into the shield with enough power to push it into the ground. A crack formed, spreading as a third wave struck the surface.

Luna gritted her teeth, recoiling with every strike the shield absorbed. Shimmer raised her fist, prepared to repeat her action, but a ball of webbing struck her hand and expanded upon impact, covering her entire arm. More of the sticky substance soared through the air, connecting with Shimmer's other hand and arm. The sky suddenly cleared, as if nothing had transpired, and Twilight fell to a knee, panting to regain her breath as the shield lowered. Shimmer directed her glare in the direction of her attacker, spotting Spider-Man with one hand extended and the other placed over his side. Foam escaped from the corner of her mouth before she released a soul-wrenching screech.

Peter shook his head. "It's over. There's nothing else you can do," he commanded, just a hint of pity behind the words.

Spider-Man swallowed before walking forward, closing the gap between himself and Shimmer. She extended her hands, aiming them at Spider-Man. They began to glow, filling with energy, but the light dissipated, fading before anything could be done. Shimmer growled, staring at her hands irritably. Their light grew bright, only to dim, and Shimmer grew more furious, hissing at the gossamer. Extending his hands, Spider-Man unleashed a barrage of webbing on the woman until her entire upper body, apart from her head, was bound. Shimmer howled, attempting to break the webbing, but her struggle proved fruitless as the gossamer emitted a light, her magic seeping deep into the strands. Like a relentless, caged animal she tossed and turned in a desperate attempt to find her freedom.

Spider-Man fell to a knee, wheezing. "Try as much as you want, but you won't be breaking that, not without a clear head or super strength. That webbing is made from the crystals in the Canterlot catacombs. They're made of an element that cancels out magic: your entire source of power. Unless you can use the precise frequency of magical vibrations, you'll never break free." Groaning, Peter rolled over to the side, his breathing deepening. "At least for another thirty minutes…" he whispered to himself.

Luna appeared before Shimmer in a flash of light, placing her index finger against the girl's forehead. The princess furrowed her brow before her pupils vanished behind a bright light. Magic poured from Luna and rushed into Shimmer, causing the latter female to scream in a terrible pain as every fiber and every muscle in her body shook violently. The color in her eyes returned to a shade of blue before her body exploded in a burst of energy.

Despite the shockwave, Luna remained still with her finger in place, and Twilight sprinted over to Spider-Man's position, crying out as she reached down to him. The light diminished, revealing that Shimmer's skin was fair, no longer a deep shade of crimson, and her bat-like wings were gone, having returned into her back. Shimmer stared at Luna with a glazed over expression before her irises rolled into the back of her head and she collapsed onto her back. Spike slowly limped over to join the others.

"Osborn's corruption has been cleansed. Sunset Shimmer should recuperate in time," Luna declared, shifting her gaze to the gossamer which continued to hold the girl, before turning to face Spider-Man. "It's ingenious. I'm amazed you managed to create something like this after your duel with my sister."

No response was given, save an incoherent one. Spider-Man coughed roughly, and traces of blood escaped from the mouth region of his mask. "I think I'm bleeding internally," he wheezed, his breathing strained. He managed to chuckle, as well as cough up more blood. "I can't tell you how hard it was to… process those crystals without nullifying their effects." He coughed once more, groaning as the puddle of blood on the ground began to thicken and a loud popping sound escaped from his midsection. "Okay. No question. I _am _bleeding internally. I _might _need a doctor."

Twilight shook her head, holding her trembling hands over Peter's body. "Will you _stop talking_?! You're not helping yourself right now!" Biting down on her lip, she faced Princess Luna. "We need to return to Doctor Strange's Sanctum." Sirens echoed throughout the air, and they steadily grew louder, approaching their area. "Now."

"Indeed," Luna replied, holding her hand high over her head. In a flash of light, everyone vanished. However, no one had noticed the photographer before they departed, who held several pictures of Spider-Man in his grasp.

* * *

><p><em>Twenty-seven days remain until the portal closes…<em>

Peter stared blankly at the ceiling, his brow twitching involuntarily. "You know this is the _third _time I've been hospitalized since I met you, Twilight? Man. Remind me to apply for life insurance when we get back to Equestria." The SHIELD medic paid no mind to the young man's commentary as he continued with his procedure. Peter grimaced once the needle pierced his skin and bit his lip as the serum entered his bloodstream. Resting his head against the pillow, the young man groaned, but his lips curled into a smile once Twilight sat by his bedside, taking a hold of his hand. "Will I get hazard pay for this? If so, I'll take a kiss and a cookie."

Twilight smiled, giving her lover a soft kiss before retaking her seat. "We still have cheesecake."

Logan folded his arms, smirking. "Sorry we weren't there to help you out, kid. Mandarin kept us busy while you tore the city a new one." He placed his hand over Twilight's shoulder, keeping his gaze centered on Peter. "I'm impressed with yer' girlfriend, Parker. That's twice you two entered a fight, and she came out in better shape. It's clear she's the brains of yer' relationship."

Peter rolled his eyes. "You smell like a wet dog."

'_Snikt!' _Logan's claws were inches from Peter's nose. "Yer' already bleeding on the inside. Don't make me gut you."

Twilight shook her head. "Go easy on him, Mister Logan. It's my fault Peter's here. He hadn't finished recovering from his fight with the Hulk. His ribs were bruised, now they're broken, _and _he's bleeding internally." Sighing, the girl nodded. "With Princess Luna here, she can assist in his recovery, but Peter can't do anything stressful for at least a week. Otherwise, he'll puncture a lung or something vital."

"No way!" Peter shifted in his seat, but a sharp pain ceased his movement, keeping the young man stationary. "We saw what Shimmer was able to do... what's stopping Osborn from giving those powers to someone else? I can't just sit back while that psycho's still out there with an army."

"That's what we're here for, Spider-Man," Fury declared, frowning. His one good eye scanned through the notes on the clipboard that the doctor left. "It says here that you can barely breathe, let alone fight. My advice?" He pointed his thumb toward Twilight. "Listen to your woman and stay put. Since we're setting up a base here at the Sanctum Sanctorum, we'll be able to react to the Goblin's Masters of Evil." Peter hesitantly shrugged, surrendering to the SHIELD director. Afterward, Fury maintained eye-contact with Twilight. "Speaking of which, where's Sunset Shimmer?"

Twilight leaned against the bed, resting her chin in the palm of her hand. "She's in confinement right now. Princess Luna already sent Princess Celestia a letter to make sure that a cell is ready for Sunset. They plan to speak with her in Equestria to make sure that all of Osborn's influence is removed in a couple of days. Depending on Princess Luna's and Princess Celestia's decision, Sunset Shimmer may or may not return to Earth. For now, Princess Luna wants to tend to your injuries as much as she can before temporarily departing. Plus, it gives Princess Celestia time to receive the letter and make preparations."

Peter cupped his chin in his hand. "It sounds like Shimmer's about to stand trial."

Twilight sat up straight in her chair. "You could say that. Sunset Shimmer _did _commit a number of crimes: stealing a royal artifact and aiding an entity of evil being a couple. It also doesn't help that she freed Sombra. I guess Princess Celestia and Princess Luna have to determine how many of Shimmer's decisions were made on her own. It's a precaution. If we let her join us, at least we can have some faith that she won't betray us. I certainly hope they're lenient towards her. From what I gathered last night, Sunset _is_ willing to cooperate with us. She mentioned something about Oscorp, but we'll have to wait before we can confirm anything."

Fury nodded. "All right. We'll leave that to you. In the meantime, my team has to investigate an incident in Wakanda. Logan!" He walked over to the shorter man. "You're on standby. Get the team together and tell them to head out in ten."

Logan huffed, walking past the SHIELD director. "Whatever." He stopped in his tracks, giving Twilight a friendly smirk. "I'll be back. If Parker annoys you, punch him in the gut."

After Wolverine made his way out of the room, the doctor and Fury followed, leaving Twilight and Peter alone. The young man tugged at his hospital gown, bemused. "Well, this will be a boring week. How's Spike holding up?"

Twilight stood from her seat before taking Peter's Spider-Man costume from the foot of the bed. "His hide's incredibly thick. Aside from some soreness, he's okay." She reached the door, pausing to give her lover a warm smile. "I'm going to clean your costume. Once your aunt's finished cooking, I'll be back. Someone has to make sure you take your medication."

The girl closed the door behind her and made her way through the halls of Stephen's home. The journey was brief, but she reached the lobby downstairs quickly. Her computer sat open on the table. Twilight exhaled. So much had happened since they had returned to base yesterday. It was careless, leaving such a gift unattended to. The last thing she wanted to do was lose her personal, digital library. Twilight threw Peter's costume over her shoulder before closing her computer and taking it into her possession.

"**Spider-Man is a crook and a menace to our society!"**

Twilight's eyes shot open as she turned to face the television.

"**Yesterday around three P.M., witnesses saw Spider-Man leading an attack in the city according to the Daily Bugle's editor-in-chief, James Jonah Jameson. While there are no casualties to report, over 3.5 billion dollars of damage was dealt to our fair city."**

Shaking her head, Twilight gripped a strand of her hair in disbelief. "No. You better not…"

The image on the screen changed, revealing an older man. His name was displayed under his face, and Twilight scowled at the words of 'James Jonah Jameson'. He pointed at the camera, nodding.

"**Four years. It has been four years since we've seen that wall-crawling freak. He comes back, and he puts our city in danger. If you see Spider-Man, report to the police, so we can finally see that vigilante brought to justice!"**

A bolt of energy pierced the television screen, engulfing the flat box in a puff of smoke, and the magical glow in Twilight's hand dissipated. "I don't believe this!" she scoffed, slamming her fist into the table. "Four years, and he's still muttering the same nonsense!" She paced across the room, glaring intently at the ground, but Twilight stopped, her eyes widening at a thought. "I won't stand for this. Not any longer." Twilight opened her computer. "JARVIS. There's something I want to do, but I need help working through the process. Can you help me?"

The computer buzzed to life. "**Yes, Miss Twilight. I am here to assist you. What seems to be the problem?"**

Twilight explained her plan in great detail. After a few moments, she stared intently at her computer. "Can we make this work, JARVIS?"

"**Yes, Miss Twilight. You have the resources. It's easily possible. I shall go over the contingencies."**

Sighing, Twilight smiled. "Thank you, JARVIS. What's the first thing we need to do?" Back upstairs, Peter and Logan shared a drink, one drinking a glass of milk while the other chugged down a can of beer. A bright light erupted near their position, causing Logan to accidentally crush his can. Peter nonchalantly finished his beverage, smiling once Twilight came into view. She leaned over his body, a pleading expression in her violet eyes. "Peter, could I borrow… ninety-eight million dollars?"

Logan snorted involuntarily, and Peter's brow arched, disappearing behind his unkempt hair. The request was simple yet outlandishly outrageous, but Logan's jaw dropped when Peter nodded.

"Sure. You know where my card is. Don't forget the PIN. If you need anything else, just ask JARVIS," he stated, earning a kiss on the cheek before Twilight vanished in a flash of light.

After a few moments, Logan slapped his hand over his forehead. "Okay, bub. I know yer' rich now, but that's a lot of money you just loaned. What the heck is she planning to do?"

Shrugging, Peter stretched his arms high over his head. "Knowing Twilight? Probably not much. I bet she's going to Stark Towers to buy upgrades for her JARVIS or something." Logan raised his brow, earning a scoff from Peter in return. "Come on. What's the worst that could happen?"

* * *

><p>Several hours had passed. Peter groaned at the images on the television screen, and he continuously pecked the buttons on his remote, changing the channel every few seconds. "This bites. You'd think the Sorcerer Supreme would have something better than basic cable. I can't even get the scores of the games, and I refuse to watch TMZ. That show rots the mind and soul, but the same thing can be said about daytime television."<p>

"**Breaking news! The Daily Bugle has-!" **

Peter's eyes widened. "What the…?" He returned the channel to the broadcast, but he dropped the remote, slack-jawed at the sight of Twilight. She sat behind a desk, reading a newspaper with a coy grin on her face.

"**Repeat! The Daily Bugle has been bought out and is under new management! Now let's hand it over to the new owner of the company: Tara Sparkle."**

Peter's hand met his forehead with smack. "You didn't change your last name? What were you thinking? With a last name like that, folks will think you were raised by hippies. Your multi-colored hair is already enough for them to assume that."

The image on the screen faded and revealed a new one. Twilight waved to the crowd, flashes from the cameras never ceasing. "Thank you! For quite some time now, the Daily Bugle has been the city's source of news, but poor management and directing led to the financial collapse of this company. I vow to rebuild the Bugle from the ground up, and I will start by erasing every falsehood labeled under Spider-Man's name. This is a day of change! Spider-Man was never a criminal, and I shall show everyone that he is a hero! Unlike the former editor-in-chief, I will remain professional and honest." She stepped down from the podium, waving off the crowd. "Thank you."

As the crowd went wild, Peter lowered his head and sighed. "Aw, applesauce…"

* * *

><p><em>Twenty-six days remain until the portal closes…<em>

Within the walls of the Daily Bugle, Twilight sat behind her desk, the entirety of her attention centered on the newspaper in her hand. In bold print, the headline read 'Daily Bugle Under New Management', and the girl's smile widened at the article. She placed the paper down, turning her sights to her computer. She reached behind the device and retrieved an earpiece. Once it was in place, Twilight stood from her seat, folded her arms, and walked over to the window, peeking down on the city beneath her.

"Thanks again for creating a believable alias for me, JARVIS. Has everything been taken care of with the finances?" she questioned, tapping the device over her ear.

"**My pleasure, Miss Twilight. The debts have been paid, and you own one-hundred percent of the company." **

Her lips curled into a coy smirk. "Good. Now let's get started! Call for our staff and send them to my office. It's high time I meet everyone. Even Jameson," her brow lowered, "Oh. Make sure you send those petitions out before the hour's done. I want everyone who has ever been saved or helped by Spider-Man to come to the Bugle and tell their side of the story, whether they live in the city or the other side of the world. We should have phone calls throughout the day. Have the staff answer each call, and if we're flooded, clear the lines but call everyone back. _No one_ will be turned away. Is that clear? If they aren't within the city, cover their travel expenses."

"**Yes, Miss Twilight."**

Nodding, Twilight turned and took her seat, placing her elbows against the desk. "This has gone on long enough. I swear. I'll make sure everyone sees Spider-Man the way I do. He's always been undermined. It's time I change that." The door swung open, and Jameson stomped in, fuming as he gritted his teeth. Twilight rolled her eyes and exhaled, her glare matching the older man's. "...and that's starting with you. Jonah..."

* * *

><p>Peter stared at the ceiling with a look of uncertainty in his eyes. Luna sat by his bedside, hovering her glowing hand over his shirtless abdomen. The young man attempted to move, but he sharply recoiled, leaning back into his pillow. The news report of last night remained on the television, finding its way to most of the available channels. An exasperated groan escaped from Peter's mouth before he threw his hands up in frustration, and Luna closed her eyes, sighing once the young man cringed and paid mind to his injuries.<p>

"I cannot properly heal you if you continue to squirm. Try to relax, or I will make you," she murmured, a hint of warning found in her voice.

Peter folded his arms and frowned. "Your bedside manner sucks. Most nurses are pretty and at least _try _to smile around their patients." Luna arched a brow, her frown intact. Peter shrugged, groaning. "Well, one out of two ain't bad. Would it kill you to smile?" If one looked closely, they might have spotted the pink blush in Luna's cheeks. Peter did, evident by his knowing grin. The woman paused, raising her hand. A trail of electricity sparked from her fingertip, and the mild alarm in the back of Peter's head indicated this was not an empty threat. He sighed, bemused. "Sheesh. We have to work on your sense of humor. You still make it seem like you hate me at times."

"I do not hate you in the least, my friend. I can honestly declare you are very dear to me," she replied, her voice softer than usual. Inhaling deeply, Luna brought her free hand alongside her glowing one. Both hands began to emit a light before the energy surrounding them flowed into Peter's body, particularly the area beneath his chest and above his stomach. She turned, giving the young man a sympathetic smile. "Your injuries are far worse than you realize. I simply do not want you to aggravate them." This seemed to calm Peter, as he eased into her magical touch. Luna furrowed her brow, noticing that the young man's glare was fixed on the box called a 'television'. "You seem disturbed. Is it over Twilight Sparkle's recent endeavor?"

Peter opened his mouth, only for a yawn to escape before any words could be formed. "Yeah. I don't get it. Why buy the Daily Bugle? What does Twilight have to gain from it? She wouldn't even talk about it last night. Heck, she barely said a _word _to me this morning! I'm just frustrated, I guess." He closed his eyes, the realms of sleep reaching out to him. Peter shared a glance with Luna, who returned his gaze out of the corner of her eye. "I just hope she doesn't go overboard."

Luna smiled. "Twilight Sparkle is my sister's apprentice. I am certain she will remain calm and exercise good judgment."

* * *

><p>Twilight pointed at the older man across from her position. "Jameson, you're fired."<p> 


	50. Fallen Knight, Part I

_**Chapter Fifty "Fallen Knight, Part I"**_

_Twenty-Six Days Remain until the portal closes..._

An awkward silence filled the room. Robbie and Betty had walked in the moment Tara made her statement to Jonah, both slack-jawed at the sight. The new owner of the Daily Bugle eased into her seat before folding her arms and shooting the older man a bemused glare. Jameson stood with his eyes wide, as if the reality of the situation hadn't dawned on his psyche. Slowly but surely, his anger began to surface, evident by the veins pulsing along his neck and forehead. Jameson stomped forward and slammed his hands against the desk, but Tara held her ground, her glare just as venomous as her oppressor.

"Who do you think you are?! I've been working in this company before you were even born!" Jameson bellowed, his voice bouncing off the walls. "You can't just fire me!"

"Actually, I can! I own one-hundred percent of the company, and I am entitled to make any and all changes I see fit!" Exhaling, Tara's hand clenched into a fist. "Now, if you're smart, you wouldn't yell. I'm not firing you from the company. I'm only removing you from your position as editor-in-chief. Be grateful. If I had my way, I would have you thrown out."

A brief expression passed across Jonah's features. It looked like relief, but his anger remained intact. "On what grounds do you have the right to fire me?"

Tara scowled. "Several. You have a horrible reputation. If you don't believe me, I'll make a list. JARVIS. If you may?" The computer screen brightened before a checklist appeared in the window. Twilight turned the device around so that everyone in the room could read the words that appeared on the screen. While Jameson, Robbie, and Betty read through the list, Tara spun her chair until her back faced her audience. "Media victimization. Blatant falsehoods. Endangerment. Fraud. The fact that you drove the Daily Bugle into total bankruptcy. I can go on, but we don't have all day."

Betty tilted her head to the side. "If you don't mind my asking, most of everything on this list is centered around Spider-Man. Do you know him or something? I mean, it's because you were pretty direct during the press conference last night." Reaching underneath the desk, the woman retrieved a newspaper from under the desk. The main article read '**Velvet Faust: #1 Spidey Fan'**. Betty tilted her head to the side before directing her gaze to her new boss. "You mentioned the name change after the press conference last night. Why is that, Miss Sparkle? Or is it Miss Faust?"

Tara blinked at the question, blushing after an awkward amount of time. "It's my mother's name, but people always got us both mixed up because of how similar we looked physically. When I moved out of our house, I decided to change my name, but I felt bad about it after all and changed it back."

Twilight sighed inwardly. It was a terrible lie, but after consulting with Peter for a short time, it was agreed that it'd be best if she changed her name entirely. Her mother's first name was a good alternative, and JARVIS pulled 'Faust' out of a list of possibilities. It was either 'Velvet Faust' or 'Tara Strong', and to Twilight, her new alias sounded ridiculous in any indication. However, it was only a temporary solution, at least until they returned to Equestria.

Waving her hand dismissively, Tara shook her head. "You're free to call me either, but humor me and use my real name from now on."

Jameson's brow lowered. "You're such an amateur. You should have thought about that before you went public! Give it a week. You'll put the Bugle right back into the ground at this rate."

"I like your real name. It's very nice," Betty grinned, earning a smile from Tara and a frown from Jameson. She arched a brow at Tara as the girl turned around, meeting her gaze. "Are you really just a fan of Spider-Man, or is there more to it?"

Scoffing, the older man shot the girl a glare. "You never answered Betty's question, Tara…. or Velvet. Whatever. What is your relation to that wall-crawling freak?"

"There is none," Tara declared, almost too quickly. Her cheeks were pink, rather visibly. Jonah's expression stiffened, but before he could question the girl, Tara shook her head. "It's not important right now. We have urgent matters to discuss, starting with your place in the Bugle, Jameson."

Tara placed her hand over her forehead, groaning. It was fortunate Peter's idea was plausible, although she questioned the name as a whole. She'd always loved her mother's name, partially wishing it was her own, but the last signature was not ideal, at least for Twilight. 'Faust' felt like something Peter came up with on a whim, but as long as it protected her own identity a little, Twilight would tolerate it for the time being.

Waving her hand dismissively, she took the paper and handed it back to Betty. "Send these out. I want them on every shelf in the city by the morning, but I'll hang on to _this _copy, okay?"

Betty smirked as she accepted the paper and walked out of the room. "Yes, Ma'am."

Tara's fingers rubbed at her temples. "Honestly… being fired is a slap on the wrist for you, Jonah. You can actually be sued and face incarceration for what you've done." Inhaling deeply, the girl stood from her seat and paced across the room. "Fortunately for you, I was taught to love and tolerate all, even those who don't deserve it. You're temporarily demoted as editor-in-chief of the Daily Bugle, and Robbie will be your replacement in the mean-time. I will oversee everything as well as make the final decision in our business arrangements."

Jameson was fuming, grinding his teeth to the core, but his anger slowly dissipated, allowing a smug grin to form on his face. "Temporary, huh? I don't like it, but I'm curious to see how this whole thing crumbles over your head."

Tara met his gaze. "Good. You can start by keeping quiet." Turning to the side, she approached the other man in the room with her arms folded behind her back. "Robbie. How is the progress on our project coming along?"

Jameson burst out into laughter, earning a glare from Tara. "Oh, please! You can't seriously expect anyone to answer that phony Spider-Man line. He's a crook who has done _nothing_ but break the law!" Looking up at the ceiling, his smile only grew. "You'll be lucky if you get a call, but I don't see any more than two or three coming for the week."

Robbie scratched the back of his head. "Well, I'm surprised to say this, but we already have over nine-hundred calls in the city, and that's just from this morning." One employer ran over to Robbie, whispering something in his ear, and the moment the woman left, he faced Tara with a wide-eyed expression. "Scratch that. We have over fifteen hundred calls in the city, and thousands more outside. The lines are already flooded, and we just opened them this morning. At this rate, we'll have over ten thousand people here at the Bugle in a few days."

Jameson's jaw hung, but Tara's smile widened. "I hope you're all ready to pull a little overtime. We're going to be quite busy. Let's get to it then!" Pointing her finger skyward, Velvet cheered. "I hope you're all ready to put in some overtime. No one leaves until we answer every single call!" Robbie nodded, making his way to join everyone outside of the main office, and Jameson weakly followed, shaking his head in disbelief. Tara pressed her finger against her earpiece. "That means you too, JARVIS. Answer as many calls as possible and help with the travel schedule and expenses. Also, start making the appointments. I want to see everyone personally. How soon can I start seeing everyone individually?"

"**By my calculations, it would be an hour, Miss Twilight."**

Twilight nodded. "Good. We're going to be quite busy for the day. Send them to my office one at a time. I'll be waiting for them." She sighed, shifting her violet irises to the window near the back of the room. Her eyes widened at a late realization. "JARVIS. Schedule a phone call for two o'clock, and remind me to check on Peter, okay? I want to know how his recuperation is going." A blank expression formed in Tara's eyes. "Plus, I have to make sure he hasn't annoyed Princess Luna too much."

Twilight nodded. "Good. We're going to be quite busy for the day. Send them to my office one at a time. I'll be waiting for them." She sighed, shifting her violet irises to the window near the back of the room. Her eyes widened at a late realization. "JARVIS. Schedule a phone call for two o'clock, and remind me to check on Peter, okay? I want to know how his recuperation is going." A blank expression formed in Tara's eyes. "Plus, I have to make sure he hasn't annoyed Princess Luna too much."

It had not been for long, but Twilight missed being in Peter's arms. He was always warm and supportive, even if he came off as a tad bit annoying at times. She still had a few moments to herself before the meetings would start. Twilight reached out to JARVIS and whispered a command. Her computer's screen went blank before an image appeared within a new window. It was just a picture, taken on a whim during their time in the Bahamas. In full costume, Spider-Man had his arms wrapped gently around Twilight's body, who wore her own heroic attire. Twilight peered up at her lover with an affectionate gaze and sweet smile, showing the world that she would not want to be anywhere else.

With a saddened smile, Twilight hesitantly murmured the command for JARVIS to close the window on her computer. She had business to attend to, after all.

* * *

><p><em>Twenty-Five Days Remain until the Portal Closes...<em>

So far the meetings were progressing without a hitch. Tara had met with over a couple dozen individuals, and the other staff members of the Bugle had conducted over a hundred interviews, JARVIS recording each session through text and sound. Every news station in the city was helping as well, giving interviews on their respective channels. Fortunately, JARVIS calculated the total cost, and Tara still had millions to spare. Exhaling, the girl shook her head and freed herself from her trance as a woman and child walked into the room before closing the door.

Tara smiled, extending her hand. "Thank you for coming. As you know, we are conducting interviews centered around untold past experiences with Spider-Man. Are you giving us full permission to publish and televise your story, and do you promise to tell us only the truth? Any false information may lead to a fine. Are you okay with this?" The woman nodded after shaking the girl's hand. Tara sighed inwardly. She had repeatedly asked these questions enough to memorize them at this point. "My name is Velvet Faust, and you may begin now."

The woman grinned, resting her hands over her knees. "Hi, my name is Loretta Sanders, and this is my son, Dexter." She patted the small boy over the head, pausing to straighten his messy, blonde hair. "I met Spider-Man over five years ago. I was nine months pregnant at the time with my son. Traffic was heavily backed up, and I was going out of my mind with pain. The baby was coming, and the closest hospital was on the other side of town. That was when he arrived. Spider-Man offered to take me to the hospital himself, but it was too late: the baby couldn't wait any longer. I didn't know what to do! There wasn't even an ambulance nearby."

Tara's eyes widened. "My goodness! What happened next?"

"Spider-Man delivered the baby," the woman replied, her voice choking. "I don't know how, but he remained calm and walked me through the process. He was so positive, promising me that everything would be okay." Small tears escaped from the corners of Loretta's eyes. "I couldn't believe that the Daily Bugle labeled such a kind, young man as a criminal. My son probably wouldn't be here with me if it wasn't for Spider-Man." Tara wiped her own tears away before sharing a smile with the woman and her son. "If you see Spider-Man, please tell him that I said thank you. I even named my son after him."

Tara leaned back into her seat, arching a brow. "Huh? How? No one knows his name."

Loretta nodded. "Before he left, I asked him what his name was. He said it was 'Poindexter'."

Tara was silent for a moment before she rolled her eyes and struck her forehead with her palm.

* * *

><p><em>Twenty-Four Days Remain until the portal closes...<em>

"So, what's your story?" Tara questioned, taking a sip from her glass of orange juice.

A group of people stood in front of her desk, a little over a dozen at least. One of the men stepped forward. "There are more of us, but it'll only take a few of us to tell you what happened. It's really insane, lady."

A younger woman raised her hand. "We were all riding in the transit R train when Spider-Man and Doctor Octopus came by. They were fighting on top of the train for a while before Doctor Octopus started snatching a few people out and throwing them into the street. I was one of them. Spider-Man managed to catch me and throw me to safety. He saved the others that madman threw also."

Another intervened. "It kept going like that until Doctor Octopus maxed out the train's throttle and destroyed the brake controls! After he ran off, we thought Spider-Man was going to leave us, too, but…"

Tara's hand fell over her mouth. "What did he do?"

A man in uniform removed his hat and nodded. "It's hard to believe, that kid pressed his back against the nose of train, shot a bunch of those web-things out of his hands, and stopped the train himself before it could fly off of the rails."

The woman in the group retook her place between Tara and everyone else in the room. "There were dozens of people in that train, and all of us owe our lives to Spider-Man. The newspaper the next day wrote that Spider-Man caused the wreck! We all tried to call and explain what really happened, but no one would listen. We want you to tell everyone that Spider-Man is a hero!"

Everyone in the room whooped and cheered, causing Tara's lips to curl into a genuine smile. "Trust me. The entire world will know the truth. Thank you all!"

* * *

><p>Tara stifled a yawn before straightening her posture. "All right. Let's hear it."<p>

A couple shared a glance with each other before the woman reached into her purse and retrieved a photo of a young girl, handing it over to Tara. "That was our daughter, Maria Tania Elizando. She passed away three years ago."

"I'm sorry to hear that," Tara whispered, feeling a twinge in her chest.

The man nodded, taking a hold of the woman's hand. "It's okay. She was terminally ill with Leukemia, but if you looked at our girl then, you couldn't tell. She was always so positive and energetic. Tania never held back. She always made it clear that she was Spider-Man's biggest fan, even when the Daily Bugle was labeling him a criminal. So me and my wife sent Tania's fan letter there, hoping they would give it to him, but we knew it was a better idea to send it to the photographer instead of the owner. I doubt he would have considered it."

Folding her arms, Tara frowned. "There's a good chance you're right." The girl cleared her throat, staring deeply into the photo in her grasp. "So, what happened?"

The woman brushed a few stray tears from her eyes. "We weren't there to see it, but our daughter told us that Spider-Man came to visit her. We couldn't believe it, but it must have been true! Tania was so happy! Even when her days were drawing to a close, she always told us how nice 'Mister Spider-Man' was to her." Unable to continue, the woman choked and burst into sobs.

Her husband placed his hand around her shoulder and gave Tara a smile despite his own tears surfacing. "We just wanted to thank Spider-Man for making our daughter happy and making her final days easier… for her _and _us."

Tara sniffed, choking back as many tears as she could. "Thank you. We'll post this story as soon as possible." As the couple made their exit, the girl brushed her forearm across her face and sighed. "It's late, JARVIS. Call forth a staff meeting so we can go over today's interviews and results."

* * *

><p>'<em>Find me...'<em>

Peter's eyes fluttered open, finding Princess Luna with her hands over his bandaged torso. She gave him a small smile, something that was a rare yet pleasurable sight to behold for the young man. Peter sighed, feeling Luna's magical energy course through his muscles. It was soothing, like cool water over the body on a hot, summer day. Despite her rough tendencies, Luna had been quite gentle with Peter and remained vigilant in her healing procedure. The young man furrowed his brow, attempting to find the source of the voice, but he simply shrugged, paying it no mind as he attempted to recapture his rest.

'_Find me… You must find me. I must reclaim my glory...'_

Peter's eyes shot open, his mind finally recognizing the voice that echoed in his mind. However, before he could attempt to move, an image flashed across his vision. A pair of jade and crimson irises appeared before disappearing instantaneously. Peter glanced at Luna, but the princess was too focused on her healing spell to notice. The effects seemed to be mental, hence Luna's obliviousness. The image appeared once more, staying within his line of sight before the young man could call out to the princess.

'_That would not be a wise choice of action. Should you alert her, or anyone else, of my presence, I will slay this woman that Osborn sent to spy on me. I know she holds no value to __**him**__, but this… Felicia Hardy seems to have quite the history with you. With a heart as pure as your own, I ponder how you would cope, knowing you left this woman to die.'_

Peter recoiled, chuckling nervously as Princess Luna shot him a questionable glare. Once the woman resumed her healing, the young man closed his eyes and focused on his thoughts. '_What do you want, Sombra? Leave Black Cat out of this.'_

'_Simple. A duel to the death with no outside interference. I believe you can sense where I am. Come alone, and I will release your friend. If you are followed, I guarantee the wretch will not live past the morning.' _Sombra's gaze faded from Peter's thoughts. '_Bring whatever tools you feel would be necessary to defeat me. Find me by nightfall… Peter Parker.' _

Peter blinked, slow to respond. '_Hey, uh, this may come out of left-field, but why are you being so… courteous. You're supposed to be this evil entity that tortures first and enslaves later. It just seems weird that we're conversing, even if the topic's about saving a hostage.'_

'_I only show respect to those I deem worthy. Now, you must stop idling. Find me.'_

Peter shook his head, cringing as he sat up from his bed, but he hid his pain with a forced grin. "You're an awesome nurse, Luna, but I'm good for right now. You should hurry and take Shimmer to Canterlot while we have plenty of downtime."

The woman nodded, placing a hand over her eyes. "I suppose that would be ideal." A bright light shone from Luna's body, and in a flash, she returned to her Equestrian form. Peter forced himself to stand from his bed, managing to share direct eye contact with the mare. A ghost of a smile formed on her features, but it could not mask the worry evident in her blue eyes. "I will not be gone for long. Judging from Twilight Sparkle's calculations, I should return in three Earth days. I trust you will remain stationary until then?"

"No guarantees…" Peter chucked nervously. The mare studied her friend's face for a moment, but Luna let out a surprised squeak when the young man wrapped his arms around her neck, pulling the princess into a warm embrace. "Hey. I know I said your bedside manner sucks, but I didn't mean it. You're great." Luna's breathing grew shallow, feeling the temperature in her cheeks rise, but the princess cleared her throat, breaking away from Peter's hold. He grinned, placing a hand over his side. "We'll hold the fort. Try to get back soon, okay?"

Flustered, Luna turned her back to the young man. "You are too emotional. That is not fitting for a warrior of your caliber." Her voice was unreadable as she declared the fact, wavering with glee yet filled with conflict.

Peter tilted his head to the side, smiling. "Are you blushing?"

Luna's body froze at the accusation. Her eyes were wide, and her cheeks were practically burning to a shade of crimson. It was happening again. The fool spoke complete nonsense, and she reacted foolishly, her body betraying her mind's will. Luna could not face him, not like this, but her pride demanded that she face this situation, even if she did not understand it. The princess took a breath, shuddering. She hated feeling powerless, especially before one who came off as an ignoramus, but a part of her being didn't mind it, pleading to embrace this phenomenon that plagued her so.

Luna huffed. This had gone on long enough. Once her business had been settled with Sunset Shimmer, she was going to talk to her sister. Celestia constantly teased Luna whenever it came to Peter, meaning her sister more than likely knew what was happening. This alien feeling was not like the Nightmare, cold and transparent. It was warm, blissful. Luna's brow twitched, her eyes widening upon realizing she was still standing before Peter, as silent as the dead of night. However, before the mare would depart, she managed to hold eye contact with the young man. It was faint, but her smile was bright, like the shine of the moon on a lake's surface.

"Stay safe, Peter. I..." she grinned, feeling her stomach tighten into a knot once her friend's name escaped from her mouth. There was more she wanted to say, a part of herself demanding to declare it, but before she could embarrass herself further, the mare's horn glowed before she disappeared in a flash of light.

Parker simply shrugged, rubbing his finger over his brow. "I don't know what Luna was about to say, but I hope she's not on to me," he muttered, kneeling next to his bed. He reached underneath, retrieving his Spider-Man costume. His injuries lingered, coursing through his muscles, but Peter managed to slide his attire on, save for his mask. "This could be a trap, but what choice do I have? Sombra's a telepath, and I have to save Black Cat." He groaned, making his way to the gathering of supplies at the corner of the room. "It's never easy, is it? Man… Twilight's going to kill me for sneaking out." After making certain his knapsack was full and around his shoulder, Peter slid his mask on and leapt out of the nearest window. "I just hope Sombra doesn't beat her to it."

* * *

><p>Princess Celestia paced across the throne room with her light violet gaze fixed on the floor. The wielders of the Elements of Harmony had just informed her of their bizarre sensations, but the alicorn was not quick to respond, maintaining her silence for several minutes. It wasn't that Celestia didn't understand the situation. On the contrary, she understood it fully, but so much was happening at once, filling the princess with an overwhelming sense of dread. Her precious student and younger sister were far away in another world risking their lives.<p>

If that wasn't enough, her former protege was on her way back to Canterlot to stand trial. Celestia sighed desolately. That was a reunion she was not particularly looking forward to, considering how dreadful the last meeting with Sunset Shimmer had gone. Now, things were reaching a fever pitch with this latest development centered around Peter. Celesta's hoof tapped against the floor feverishly. All of the girls were staring at her intently, stunned and slack-jawed at the news their ruler had given to them.

"Princess Celestia?" Applejack called out, freeing the alicorn from her self-induced trance. "Twilight, Peter, and Spike are on another world right now, _and _they're fighting Osborn?"

Celestia nodded. "I'm afraid so, although they haven't confronted Osborn directly just yet. My sister is with them as well, but the situation is far worse than we had expected. It is fortunate that they were able to retrieve Twilight's crown and save Sunset Shimmer, but I fear the worst has yet to come. They can only anticipate what Osborn is plotting."

Rainbow Dash tilted her head to the side. "...and the Elements of Harmony appearing all of a sudden? You're saying that was Twilight's doing?"

"Yes, Rainbow Dash, but she is unable to use that power for a second time. Her altered form will not be able to handle the stress of putting out such a tremendous amount of magical energy a second time. However, that brings me to address _your_ current situation," Celestia calmly declared, placing her hoof over her chest. "You all have been experiencing random spasms of pain today, correct? As I mentioned, you are all forming the Web of Life for Equestria. Peter is the Web itself, Twilight is the center, and you all are the strands that keep it in place and provide it support."

Rarity's azure irises had not left the ground. "It certainly makes sense. The entire day I could just… _feel _something was wrong. My heart told me it was Peter. It sounds farfetched, but…"

Fluttershy edged closer to the unicorn, nodding. "Um… I believe it, too, Rarity. The pain was so real yet… I knew it wasn't my pain. It's hard to say, but… I could feel as if Peter was…"

Applejack shook her head, recoiling. "Dying." Fluttershy cringed at the word, but the pegasus weakly gave the earth pony an affirming nod. The blonde lowered her hat, sighing. "Okay. I get that Peter's important, but how did this happen? How are we a part of this, and what can we do to stop it?"

Celestia peered up at the ceiling. "I had reservations believing it to some extent, but I can sense that Peter has become the Web of Life. At some point over the last few months, you all have formed a significant bond with Peter in your own respective ways, thus creating a strand in the Web. The stronger your feelings for him, the more influence you have in the Web. Simply put, the stronger your attachment to Peter, the more pain you will feel during this difficult time."

Rainbow Dash gritted her teeth, exhaling. "There is _no _way! I barely even _like_ the guy, and it feels like my heart is about to explode! That _can't _be right! I don't- AUUGHH!" Before anypony could react, the pegasus flew out of the throne room, leaving behind a rainbow-patterned trail.

Rarity turned, stopping in place. She bowed before Princess Celestia respectfully. "My sincerest apologies. I will consult with her."

Applejack arched a brow, slowly shifting her gaze to the princess as Rarity left the room. "So, ignoring my personal feelings, is that true? So if we _really _like Pete, we'll share more of his pain?" Her emerald eyes shot open at a realization. "Hang on. Twilight's head-over-hooves in love with Peter. If _we're _feeling this much pain, what's _she_ going through?"

Princess Celestia fell silent for a moment, furrowing her brow. "I'm not sure, Applejack. Knowing my student, she would have brought that news up if anything happened. Perhaps Twilight can't feel the pain due to her place at the center of the Web?" Clearing her throat, the mare walked to the back of the room. "It's merely a guessing game at this point. However, there is something I _do _know. The Web of Life will grow stronger, but only if everypony in the Web can acknowledge and accept their feelings."

Fluttershy, her face as pink as her mane, lifted her gaze to meet with Celestia's. "Um… what happens if we strengthen the Web?"

"I am… not exactly sure. It's rumored that if the Web is in perfect harmony, Peter's life will finally be saved from the prophecy ending with his death," the alicorn stated, earning a squeak from the pegasus and stunned expressions from the others present. "Peter was meant to die on Earth, and that prophecy remained intact during his time here. However, his link to that fate has been changing. I want to believe it has something to do with the Web of Life, you all, and Twilight. Peter was the center of the Web on his world, but because of the magic of our world and his transformation into a unicorn, he has become the Web of Life itself. Now, Twilight is the center of the Web, and some of you are now supportive strands while the rest are in transition."

Celestia looked across, the tip of her horn emitting a bright light. An image of a web appeared, stretching out until a series of strands expanded and latched onto the center. The gossamer glowed with a shade of crimson and blue before an astral image of Peter appeared behind it, smiling as his image vanished as quickly as it appeared. Suddenly, a new image came into view at the center of the Web, revealing Twilight Sparkle, and the surrounding strands linked to its core, exposing other pictures. Applejack's mouth fell agape at several familiar images within the gossamer that held it in place, such as her own, Rarity's, and Fluttershy's to name a few.

Pinkie Pie stepped forward, poking her own image in the Web's circular strands before tilting her head to the side at the sight of Derpy's and Trixie's individual threads. Their strands seemed to lie closer to the center while her own lied within the outer wall, keeping the Web in place. Along the outside, there were other ponies seen within the threads, like Octavia, Lyra, and the Crusaders. They were all organized along the edges of the center, but some of the images were fuzzy and unclear, not fully realized and in view.

"The Web of Life consists of those individuals that have been affected by Peter," Celestia said simultaneously with expanding the image. More strands stretched out, linking to the outer threads. Images of various beings of Earth filled the strands. Celestia's eyes widened as more strands continued to add to the Web. "I don't believe it. It's still growing. I don't know how, but it seems the people of Peter's world have started acknowledging his efforts as a hero." The alicorn paused, glancing off to the side before returning it back to the others. "I must ask my sister what is happening on Earth when she returns."

Celestia stood confidently. "That's why I am imploring you to express your feelings and accept them. Twilight became a part of the Web of Life the moment she summoned him to Equestria. While their spirits are fused, I'm inclined to believe that Peter's magic is exceptionally powerful due to this fact AND Twilight's inclusion into the Web of Life. I noticed the first day Twilight started tutoring him to use his magic, and Peter generated an explosion without trying. He doesn't have the control, but he seems to share Twilight's magical potency."

The strands in the Web began to glow, alternating between shades of violet and crimson. "The second they confessed their love for each other, Twilight became the center of the Web as well as the most important individual in his life. This also added to Peter's magical powers. It also seems Twilight's ascension to alicorn status has affected Peter. The Web of Life has been quite… vivid since then. That's how I started to understand the importance of the Web of Life and your involvement in it. You may not realize it, but quite a few of you are VERY close to the center of the Web."

Celestia's horn glowed brighter, and small rays of light emitted from the center of Fluttershy's and Applejack's chest. "Your pain is evidence of this as well. The more pain you've felt, the closer you are to the center. Have you noticed that Pinkie Pie's pain was minimal to what most of you felt?" The alicorn aimed her horn at Pinkie, but the light that rose from her chest was dim in comparison to the other two mares. Celestia's lips curled into a knowing smile as her violet gaze met Applejack's emerald orbs and Fluttershy's ocean blue eyes. "I can tell… that some of you are in love with Peter almost as much as Twilight."

Fluttershy brushed her hooves against one another, shaking her head. "Um…! No! I mean… but…" she protested, voice indignant but eyes anxious.

Applejack opened her mouth, shutting it after an embarrassing amount of time. "Ah'm not one to argue P-Princess, but…" The temperature in her face skyrocketed, forcing the blonde to use her hat as a makeshift fan. "Whoa, nelly. This ain't fair. Why is _my _strand so close to the center? Ah mean, Ah didn't think Ah was..." Her cheeks bloomed.

"Only you know the truth, Applejack," Celestia murmured, earning a defeated sigh from the farmpony. "It is up to you, however, to accept it. You can also strengthen the Web and the bonds you share with your honest emotions." A warm smile formed on the mare's face. "It's strange. My headstrong student managed to express herself first before all of you, and look at what's come of it."

The alicorn closed her eyes, knowing the others were staring at her intently. "It is not an easy task for anypony, but I want you all to talk about your feelings, that includes Rainbow Dash. I'm pleading with you to trust me. The best course of action… is admittance. All of you maintained your silence out of respect for Twilight. I _adore _you for that, and I know she will, too. However, everything is depending on you all right now to confront your emotions."

As Fluttershy and Applejack shared glances with each other, their concern visibly apparent on their faces, Pinkie Pie edged closer to the Web. "She's right! I see your strands, Applejack and Fluttershy! They're connected to the center! Wait. Is that Trixie? Derpy? Rarity?" She glanced at another strand. "That looks like Zecora, too. Rainbow Dash? Oh! Spitfire's there also!" Her head tilted to the side. "Wait. The Cutie Mark Crusaders are closer to Peter than me? They aren't even that far from the center."

Applejack shook her head, snapping out of her trance. "Wait. What? You mean Applebloom?" She frowned, her gaze remained centered on each of the Crusaders' strands. "They'll not attached to the center, but they're pretty darn close."

"Maybe you can ask them about it when we get back home?" Pinkie suggested, her eyes shooting open at the location of a strand. "Hey! Shining Armor's strand is fuzzy, but it's still closer than mine! What does that mean?"

Celestia's brow furrowed. "It seems Shining Armor is more attached to Peter than he would like to admit. I'll send a letter to Cadance in a few minutes. Hopefully, she'll be able to get her husband to open up about it."

Pinkie returned her blue gaze to the Web, humming at an odd sight attached to the center along with the other threads she analyzed. "Hey, Princess Celestia! Does this mean Princess Luna loves Peter, too? Her picture's really fuzzy, too."

Celestia inhaled deeply and weakly nodded. "Yes. She has for quite some time now, but my sister is inconsolable about the matter. Her stubborn pride has always kept everypony at a distance. I can tell she _wants _to open up to Peter. I'm afraid she just doesn't know _how_." Celestia chuckled, almost sarcastically. "It's strange. That's the exact same problem Twilight had when she first started to understand her feelings. However, Twilight wasn't too stubborn to ask for help." The image of the Web faded, and Princess Celestia turned sharply on her hooves. "After we conduct Sunset Shimmer's trial, I will talk with Luna about her place in the Web of Life. Applejack, Pinkie Pie, and Fluttershy? Would you mind waiting for us in the lobby? I hope you consider revealing your truths to each other in the meantime."

Fluttershy's face was flushed, but the mare managed to nod. "Y-Yes, Ma'am."

Applejack lowered her hat, keeping her face hidden. "R-Right… we'll _try _to talk this out." She turned around, trotting out of the room. "Ah just need some air."

Pinkie Pie, perhaps the only mare in the room with a smile on her face, bounced in place. "Okie dokie lokie!"

Celestia turned, making her exit. '_Cassandra. Are you sure this is the right thing to do?'_

* * *

><p>Spider-Man released his strand of webbing and landed on the side wall of an alley. "This looks like the place," he whispered, flipping from his position and landing just inches from a manhole. He lifted the sewer top high over his head before dropping into the entrance, allowing the lid to cover the exit. Spider-Man groaned, the damp aroma of the sewers seeping into his nostrils. "Geez. The ninja turtles' sewers seemed so much cleaner." Peter sprinted through the gutters, following the mental images Sombra left in his mind until he reached a dead end in the form of a wall. Spider-Man ran his hand over the stone, looking around aimlessly. "Okay. Sombra's vision ends here. Where to now?"<p>

"_This way…"_

Spider-Man's masked eyes widened as a total of black mist spread from the middle of the wall. The darkness dissipated, revealing a room on the other side of the wall. Peter approached the mist, tilting his head to the side. He held his hand through the darkness, taking note how it didn't trigger his Spider Sense. Leaping through the mist and landing in the room, Spider-Man turned back to the opening as it sealed itself shut. His eyes widened, taking in the sight of an underground facility. The room was large in scale, but the machines were inactive, dust having settled on the surrounding metal. Peter snapped his head up, spotting a shadow escaping around the corner of the room.

"This smells like a trap," Spider-Man groaned, frowning at his soaked costume, "and poo gas. Oh, well. It's not like that's ever stopped me from doing something stupid before. I just hope the smell will come out of the costume."

Shooting a strand of webbing across the room, Spider-Man zipped to the area, but the moment he landed and peered around the corner, Peter found a pit in the middle of the floor. Hesitantly, the young man peeked down the abyss, cringing once his cranium buzzed. Spider-Man fell into the pit before speeding into a free-fall. The ringing in his head increased in volume, and Peter contorted his body, narrowly avoiding a pair of spikes that shot from the wall. More rose, forcing Spider-Man to quicken his descent, but as the end of the pit began to close, he shot webbing at the entrance, keeping it open long enough for him to fall through. Spinning, Peter landed perfectly on his feet as the webbing snapped, the pit promptly closing. He peeked up, finding himself in a long, narrow hallway.

Spider-Man exhaled. "Figures. Sombra invites me, and the place is still booby-trapped. Why must villains always do that?"

"_It is but a small series of obstacles to see if you are worthy. It is a standard tradition for those who wish to duel a king."_

Peter shook his head, pausing to tighten the straps around his shoulders and ensuring that his knapsack was secure. "If you wanted to fight me, you could have just asked. You didn't have to kidnap my friend."

"_You should be grateful. I freed her from Norman Osborn's influence and spared her life. However, if it troubles you so, I will release her, but only if you give your solemn vow to face me."_

Peter lingered for a moment, his brow lowering. "You have my vow, but how will I know I have yours?"

"_I am a knight. To break my vow is to disgrace my honor."_

Peter looked as though he was considering Sombra's words, cupping his chin in the palm of his hand. "Maybe I've finally gone off the deep end, but I trust you. Okay. Just stay put. I'll be there soon."

He took a few steps forward, leaping over an array of arrows that shot out from the wall. Metal poles fell from the ceiling, but Spider-Man sped into a dash, leaving the rods to imbed into the ground where their target previously stood. The ceiling descended and the floor elevated, forcing Peter to dive through the section before both ends met in crushing fashion. The young man reached the door, but an arrow pierced through the air and neared his neck. However, Spider-Man casually reached out and captured the arrow with his hand, its tip inches from his neck.

Undeterred, Peter entered the next room and dropped the arrow by his feet. "Good old Spider Sense. What would I do without you?"

Upon stepping into the room, a trail of black mist spread throughout the door until the entire wall and door were shrouded in darkness. Black tendrils whipped about from several cracks within a wall on the other side of the room. A large pit stood between the wall and the floor, making it a task to reach it. Spider-Man stared at the wall, alternating his gaze between it and various objects in the area. Peter's eyes widened at an unusual sight. He walked over to a steel beam on the floor, its end rusted from years of neglect.

Inhaling, Spider-Man lifted the steel, placing it over his shoulder. He walked to the pit, his steps heavier than usual, and the moment Peter reached the edge, he spun in a circular motion before throwing the beam to the greatest of his ability towards the crack in the wall. The object smashed through the stone, sending shards of rock flying in several directions, and Spider-Man dove into the makeshift hole, landing in the middle of a large room. Darkness masked the majority of the area, and the black mist covered the hole Peter had entered through, surrounding Spider-Man.

"_Welcome, Peter Parker. You have passed the trials and found me."_

Spider-Man looked around aimlessly. The voice was close, within the room somewhere. "Save it, Sombra. Where's Felicia?"

"_I assure you. The woman is safe. However, there is something I wish to ask of you as a fellow Equestrian knight. You are strong, able to match the strength of Princess Celestia and Princess Luna. What do you wish to accomplish with such power?"_

The entrance to the room was sealed off, and the light began to fade, making the darkness more potent. Spider-Man shuddered involuntarily, the surrounding temperature dropping considerably. "Nothing, really. I just want to protect who I can, when I can. It's not that complicated, really."

"_Impossible. You could rule a kingdom with such might."_

"Not really my thing. I actually just want to live a normal life. I _really _hope I can settle down when the time's right," Spider-Man shrugged before his hand clenched into a fist. "Anyway. Shining Armor told me about your past. I even did some research while I was in Canterlot. You used to be a noble ruler. What happened? What made you turn to the dark arts?"

"_Power is absolute. Nothing can be accomplished without it. I simply found a means to take what I want."_

Spider-Man shook his head. "Power isn't everything. You can be strong, but that's nothing if you have nobody to share it with. You chased everyone away, and now, you're all alone. It's not too late for you. You can change."

"_Do not lecture me, child. You have disgraced my honor, and I vow to regain my glory. You will succumb to my will and learn how fruitless your intentions are!" _Sombra's body rose from the darkness, his figure towering over Spider-Man. He held a large blade in his hand, and a wicked smile formed on his pale features. His jade and crimson irises glowed brightly before four tendrils rose from the mist, each plunging into Spider-Man before he could hope to react. Peter yelled as his vision darkened, and Sombra cackled, digging the tendrils deeper into his body. That very instance, Spider-Man's entire body was cocooned by the coils. "Sink into despair!"

* * *

><p>Within the halls of the Sanctum Sanctorum, Twilight appeared outside of her bedroom in a flash of light. Her days at the Bugle were growing longer by the hour, evident by the bags formed under the girl's eyes. Using her magic, Twilight removed her shoes and levitated them to the other side of the room. She exhaled, ignoring the throb that coursed through her cranium, but Twilight managed to smile, eager to reunite with her lover after a hard day's work. Pushing the door open, she grinned, but her laughter quickly subsided once her gaze fell over the empty bed.<p>

"Not here?" she whispered, running a hand over the sheets. "The bed's cold. He hasn't been here for a while." Exasperated, Twilight left the room and walked through the hallway. "Peter must be downstairs. He probably lost track of time again." Vanishing from sight, the girl appeared in the living room, but much like before, Peter was nowhere to be found. Twilight frowned. "Where could he have gone? He knows he shouldn't be out of bed with his injuries."

However, before she could resume her search, all of the blood in her body rushed to her head. Twilight's vision spun, forcing the girl to lean against the nearest wall in a desperate attempt to gather her bearings. Twilight cried out as a thunderous pain rushed through her heart, causing her to clutch at her chest. Visions sporadically rushed across her mind, yet Twilight could make out the pictures. Her eyes shot open, the air having left her lungs temporarily. As quickly as they came, the visions ceased, allowing Twilight to plant her feet firmly against the ground and force herself back to a standing position.

Twilight's eyes were wide, filled with concern, yet she bore her teeth, her fury growing in scale. "Sombra! By the stars! Peter, you idiot! Why did you leave?!"

* * *

><p><em>Peter's eyes fluttered open as his vision cleared. The marble interior of Canterlot Castle was easily recognizable. Shaking his head, the stallion trotted through the hallways, but he stopped in his tracks, spotting a violet pony at the end of the path. His lips curled into a smile as he continued to close the distance between himself and the mare, her unique mane, wings, and large glossy irises too beautiful to forget. Peter finally reached Twilight, throwing his hooves around her body in a warm embrace, but the mare cried out, her horn glowing before magical energy enveloped the stallion and shot him into a wall.<em>

_Rubbing his hoof over his cranium, Peter stared at the mare with confusion in his eyes. "Twilight? What was that for?"_

"_Don't talk like you know me, you outsider!" Twilight spat, her voice repelling and harsh._

_As Twilight backed away from the stallion, Peter's mouth hung open as a sharp twinge pulled at his heart. "Twilight! What's going on?! I-I love you! You know that!"_

"_Delusions of grandeur. How pathetic," Twilight scoffed, sending Peter's mind into a state of disbelief. She shook her head as an image of a man ran by them, fading out before another was found on the ground, clutching at the bullet wound in his chest. Peter's hooves clutched at his mane, but Twilight rolled her eyes, disgusted. "Why would I love somepony who lets everypony die around them? I'm not that stupid."_

_The mare disappeared in a flash of light before the entire environment shattered, falling apart like broken glass. Peter blinked, only to find Gwen Stacy's lifeless body in his arms. His breathing grew shallow, and he shook his head frantically. Peter slammed his eyes shut, determined to make the visions stop, but an awful snapping sound echoed throughout the vicinity, invading the deepest regions of his mind. Peter opened his eyes as tears fell along his cheek, but Gwen's body disappeared, with Twilight having taken her place. However, the girl peeked up, her glazed over eyes meeting his bloodshot irises._

"_Once a failure, always a failure. Your uncle would be ashamed if he saw you right now," Twilight chuckled, the scenery dissipating and alternating between the worlds of Earth and Equestria. Flames rose from the ground, and countless humans and ponies laid scattered about. Peter peeked up, his mouth falling agape at a disturbing sight. Twilight stood in the flames as it ate away her flesh, but the mare only smiled. "How can you protect Equestria when you can't even protect me?"_

"_Stop it!" Peter yelled, his muscles trembling. His breathing quickened, and his heart raced, nearly stopping once his eyes fell on a prone pony by his side. Her beautiful orange coat was ruffled, bloodstains having ruined it. He brushed a strand of her golden locks behind her ear before his mind finally took in a pivotal realization. "My god… Applejack!" Her body faded, the trails of the wind blowing away her remains. "I'm sorry. I didn't mean to…"_

_Applebloom shook her head, turning her back to Peter. "You were supposed to be my big brother. How could you let my sister die?!" She galloped away, her body disappearing in the surrounding darkness. "I was wrong. You don't deserve a family!"_

_Peter reached out to the filly, tears streaming down his cheeks, but his eyes shot open as his aunt stepped from the mist. "You let my Ben die," she scoffed, pointing at her nephew. "Why didn't you take responsibility?!"_

_Slamming his head against the ground, enough to crack the stone, Peter slammed his eyes shut, unaware his aunt had already left his side. "I'm sorry, Aunt May! I tried! I really did!" _

_Luna hovered over the young man, disappointment evident in her features. "I believed in you. Pity. It seems my faith was horribly misplaced." She aimed her horn at the countless bodies, only to turn to Peter with a venomous scowl. "We chose you to be our knight! We blessed you with the title of prince! Look at what's come of it!" She lashed her hoof out. "You deserve the worst punishment for your failures!"_

_His shoulders trembled, and weak shudders escaped from his mouth. "Luna. I'm sorry! I tried…!"_

"_Yes, you have tried, but to what avail? It is pointless to fight this neverending battle. Why deny it? You know that it is true," Twilight coolly stated, freeing herself from the flames as her eyes flashed to a shade of jade and crimson. A large, double-edged sword materialized in Twilight's hand, and a crimson cape latched onto her shoulders, reaching her ankles. "You have faced countless struggles, yet what do you have to show for it besides emotional and physical scars? Why fight for things so petty? Do you realize how much power and respect you can gain if you simply... let it go?" _

_Black mist engulfed the girl's body, and once it dissolved, Sombra stepped next to Peter. He extended his hand to the side. "You are a god walking among mortals." Twilight and Gwen appeared, both with their backs turned to Peter. Sombra knelt down next to the young man, holding his palm out. A black flame simmered over his hand, and a wicked smile formed on the king's face. "Cut loose the strands of the weak. Take your place as an elite! I tossed away my weaknesses. Do the same, and rise above!"_

_Gritting his teeth, Peter shook his head and staggered to his feet. Sombra slowly made his way back to a vertical base, mouth agape as the darkness rushed away from Spider-Man's body. Peter reached out, throwing his arms around Gwen's and Twilight's shoulders. The blonde nodded, smiling before her body faded from existence, and Twilight grinned as a light emitted from her being. Both Peter and Sombra remained still, despite the ground shattering like glass. The young man screamed at the top of his lungs while Twilight's light spread out and freed his body from the darkness._

_Gritting his teeth, Peter snarled at Sombra. "I promised I would protect Twilight and my friends with my life! Do you think a damn thing you say is going to change that?!"_

* * *

><p>Peter's screams were heard from within the cocoon before his arms ripped through the darkness, clutching at the tendrils tightly. Sombra's eyes shot open. The man growled, tightening his hold on Spider-Man, but Peter pulled the tendrils away before shaking them free from his being. Sombra staggered back, the tendrils retreating back into his body, but before he could regain his balance, Spider-Man dashed forward and slammed his fist deep into the man's face. Peter roared, using all of his force to send Sombra flying into a wall. Spider-Man's mask fell limply by his side.<p>

Peter stomped forward, pointing at the king. "You bastard! You want to screw with my head?!" His teeth ground down in righteous anger. Peter growled with each breath as he sprayed webbing over both of his fists. "You wanted me?! Get ready for a world of hurt!"

"Petulant child," Sombra whispered, freeing his embedded frame from the stone. Scowling, the dark being pointed his thumb at the sharp, crimson horn over his forehead. "I may have mended my source of power, but I will never be as powerful as I once was due your actions." He smiled, aiming the tip of his sword toward his foe. "It's more fitting this way! We shall fight as equals! Yes! Come at me!"

Sombra raised his sword high over his head as black mist rushed out from his body. Swinging his blade, he sent out a wave of darkness, forcing Spider-Man to leap over the attack. However, the moment Peter rolled to his feet, Sombra appeared behind him, wrapping a tendril around Spider-Man's waist. The man raised the vigilante from the ground, whipping him into the air. Sombra appeared over his position, thrusting his blade, but Peter contorted his body, avoiding certain impalement. Both men charged each other upon landing, trading blows.

Spider-Man drove his fist into Sombra's gut, and the king retaliated with a swift backhand across the face. Peter skidded to a halt and tossed a crystal heart in Sombra's direction, firing a strand of webbing onto the gem. The crystal released a flashing light, forcing the king to shield his eyes with his forearm. Spider-Man tackled Sombra to the ground before the light could fade, following with a flurry of punches. Each met their mark, colliding with the dark being's face. Sombra took hold of his blade, slashing out at his foe defensively, but Spider-Man hopped away before the steel could meet with his flesh. Sombra melted into the ground, quickly reforming onto his feet.

He swung his sword, but Spider-Man closed the distance and caught a hold of the dark being's arm. However, Sombra disappeared from sight, dropping his blade in the process, and he materialized underneath Spider-Man, his tendrils wrapping around Peter's waist as they lifted him from the ground. Sombra waved his arms, cuing his appendages to spin around with great velocity before releasing their prey. Spider-Man's body whipped out of control, smashing through a steel beam, but he held his legs out, eventually managing to land on the side of a wall. Sombra teleported over to his foe's position, but Peter reached out and grabbed the king by his shoulders. Flipping over his head, Spider-Man used his momentum, hurtling Sombra into the ground shoulders first.

Fading into the darkness, Sombra appeared behind Peter once he landed on the floor, sending his tendrils out. The first quickly approached the young man from the side, but Spider-Man ducked underneath the attack and flipped high into the air once the remaining three lunged in his direction. Sombra raised his hand, cueing the tendrils to lash at their airborne foe simultaneously. Spider-Man unleashed an array of webbing, tying the coils together the moment they got too close. Unable to defend himself, Sombra could only watch as Peter landed on his feet in front of him, spun around, and delivered a vicious punch to the jaw, disintegrating the webbing on his hand from impact. The dark being stumbled back, brushing his glove over his stinging mouth.

"That's it. This is the end I seek. Mortal combat with an equal!" Sombra grinned, his fanged smile widening as traces of blood escaped from his mouth. With both hands holding his sword tightly, Sombra retook a defensive stance. "Don't relent! Fight me! Kill me!"

Peter's eyes widened, his anger slowly diminishing. He shook his head and waved his arms dismissively. "Gah! That's it! I'm not here to please you! I've got better things to do than to fight you!"

Sombra leaped forward. "You must finish this battle!" He swung his sword, but Peter ducked underneath the first slash attempt and dove away from a lunge attack. Spider-Man's brow lowered, but he stood still, glaring at the king. Sombra snarled. "Where is your pride?! Attack me!"

Peter closed his eyes. "No. You said you were a knight, right? I won't fight you. Not like this." Dropping his knapsack to the floor, Peter held his arms out, walking towards the armor-clad man. "Well? What are you waiting for? Strike me down. I'm defenseless. If you're done wasting my time, I'll take Felicia and go home!"

All four tendrils burst from Sombra's back before the king sprinted forward, howling. Unfaltered, Spider-Man held his ground with a determined look in his eyes. A mere few feet apart, Sombra brought his sword down in an overhead slash and the tendrils shot out, prepared to lunge into their foe. However, everything abruptly stopped. His mouth agape, Sombra stared at Peter, who hadn't budged despite the sword's tip being held just inches from his skull and the tendrils pausing just inches from his body. They remained as such, refusing to yield, but Sombra let out a defeated sigh, prompting the tendrils to slide back under his armor before the dark being sheathed his blade.

"No. By knightly tradition, it would be dishonorable to strike down a defenseless opponent," Sombra said softly, a sense of dread filling his voice. "Please, Peter Parker. Indulge me. I beg of you! Defend yourself! Fight me as a warrior!"

Peter folded his arms. "Why?"

Sombra was silent, pausing to gaze at his hand as black mist escaped from it. "To free myself of this curse." Peter's brow furrowed at the statement. The king took a few steps back and placed his hand on the ground, causing the black mist to spread. However, it remained in a small circle, and images soon came into view behind the darkness. Sombra shared a glance with Peter, and though it was for a moment, the young man saw something he recognized all too well: guilt. The dark being nodded. "Many moons ago, I was no different than yourself. I was a humble knight of the Crystal Empire, but everything changed when I lost sight of everything. Allow me to share my tale with you… of my fall from grace and my descent into darkness."

_**To be continued...**_


	51. Fallen Knight, Part II

_**Chapter Fifty-One "Fallen Knight, Part II"**_

Within the halls of Canterlot Castle, a bright flash of light erupted in the hallway just a few hoof-lengths from Princess Celestia. The light slowly dissipated, revealing the presence of Luna. Both alicorns were quick to greet each other with a smile, but their steely gazes fell on the unicorn standing by the princess of the moon's side. With irons clapped around hooves, neck, and horn, the young mare kept her sky blue eyes fixed on the ground, refusing to meet the gaze of her former teacher. Shimmer simply nodded, walking forward while dragging her chains, and Celestia followed, maintaining her silence despite the flurry of emotions she struggled to suppress.

Luna prepared to do the same, but she felt a sharp twinge of pain inside of her chest, as if her heart was wrought with agony. The mare's eyes shot open as her muscles locked against her will and images flashed across her mind, most of which she was too disoriented to make out. Luna recognized the warm sensation that filled her being, for it was something that only occurred whenever a certain somepony was on her mind. Peter's image dissolved, and Luna brought her hoof over her chest in an attempt to soothe her pain. The pain eventually subsided, allowing the princess to level her breathing. Celestia stopped in her tracks and shot Luna an arched brow, her sister's behavior easy to notice.

"Luna? What is the matter?" Celestia asked once she was within whispering distance of her younger sister.

The princess of the moon glanced off to the side and furrowed her brow, recoiling as the pain in her chest resurfaced. "I do not understand. Why does my heart ache for Peter?" The alicorn shared a glance with Celestia. "I left him in the safety of his bed. Peter should not be in any form of danger."

Celestia was slow to respond, as if considering Luna's words, but she eventually nodded, lowering her head until her mouth was inches from her sister's perked ear. "After we conduct Sunset Shimmer's trial, there is something we need to discuss." She pulled away, earning a befuddled expression from the smaller alicorn. "I believe it is time you learned the truth behind your body's recent sensations."

"Hey, you! Halt!"

Celestia and Luna stopped in their tracks at a guard's voice. Both alicorns turned towards the disturbance, finding an aquamarine-coated unicorn stumbling into the room. Before she could make it much further, a pair of knights tackled her to the ground, knocking a book from her magical grasp. The unicorn struggled, unable to free herself from her powerful opponents.

Celestia was the first to step forward. "What is the meaning of this? Please. Let her up." The armored stallions did as they were told, backing away from the unicorn. She rubbed her hoof over her cranium before forcing herself to a standing position. Suddenly, her yellow irises shot open at the sight of the snow-white alicorn towering over her diminutive frame. Despite the intrusion, Celestia greeted the pony with a smile. "Well, you certainly know how to make an entrance. What can I do for you?"

Luna frowned, glaring at her sister. "Breaking into the castle? We should have this one _court-martialed_."

One of the knights cleared his throat, shaking his head. "Not quite, Your Highness. This one came with a group of visitors. Princess Twilight's and Prince Parker's friend, Trixie Lulamoon, arrived with this group. We led them to join the wielders of the Elements of Harmony, but this one snuck past us and ran in here!"

Luna's brow furrowed, her gaze growing more exasperated. "Wait. Aren't you that eccentric pony who interrupted the race in Manehattan a few weeks ago?" Exhaling, the alicorn turned sharply on her hoof and walked past her sister. "I do not have time for this. I shall return to Earth immediately. I am concerned about Peter."

Celestia glanced towards Luna, a look of uncertainty filling her light violet eyes. "What about Sunset Shimmer?"

Luna stopped in her tracks, never returning her sister's gaze. "I'll leave that to you. If Sunset Shimmer is innocent, I shall return to take her to Earth." Before anypony could respond, the moon princess disappeared in a flash of light.

Princess Celestia shook her head. "Why must she be so impulsive?" Realizing that her audience was staring, the alicorn cleared her throat and lowered her gaze to meet with the unicorn's. "Now why were you so determined to meet with me?"

The mare nodded, lifting the book with her magic. "I'm sorry, Your Highness! My name is Lyra Heartstrings! It was stupid of me to pull something like this, but I had to show you something! It's really important!" She snatched the book out of the air and raised it high over her head with her hooves. "Peter's in danger, but I know how to save him! You have to stop Princess Luna from going back to Earth!"

Celestia's eyes widened. "How do you know about-?" She trailed off, questions flooding her mind. The princess closed the gap between herself and Lyra. "Wait. What does my sister have to do this?"

Lyra paused, holding the book out for the princess. She opened it with her hooves and flipped through the pages, stopping at a passage with a mark over it. "Princess Luna is the key to everything!"

* * *

><p><em>The tale of my life of old is an ancient one, but I remember it as clear as yesterday's sunrise. Ever since foalhood, my dream was to become a valiant knight of the Crystal Empire, to exceed my father. I studied and trained relentlessly, honing my skills in the magical arts until I reached my mental and physical peak. My father was a true warrior, perhaps the greatest of his time, but we lost him to the War of the Empires. Once I was of the age, I vowed to honor his legacy and joined the Crystal Empire Guard. However, my initiation did not sit well with my peers.<em>

_My father's mark was an iconic symbol of the Empire. It was a double-edged sword with a silver blade and golden hilt, a fair representation of my father's vast strength and clarity, but in a cruel twist of fate, I, his son, was without a mark. In that time, if one did not earn his mark by adulthood, they would forever be labeled a failure, a drifting star lost among a sea of others. I was ridiculed, heckled by those around me. For a while, I endured, using their words as fuel to light my ember through those cold days. _

_It would have been impossible to push through that much resentment on my own, but I was not alone. I had somepony special by my side, the true essence of beauty and kindness. Her name was Starlight. She was my closest friend, always staying by my side since the days of foalhood, and she was the beacon of hope that pushed me to pursue my dreams. Even when I was an adult, she remained supportive despite my lack of a mark. It was through her love that I was able to rise through the ranks and become a captain of the Crystal Empire Guard. Unfortunately, I failed to earn the respect of my fellow knights. One without a mark did not deserve the right to don such a rank._

_Over the course of time, I persevered, leading our armies to victory during the twilight of the War of the Empires, but tragedy struck when our king and queen were assassinated. The court cast a vote, and I was unanimously chosen to heed the crown. It was an honor, and I only wanted to make my father proud. With Starlight as my queen, we vowed to bring an end to the war, not with force but with peace. We consulted with the Griffon Empire, and through intense negotiations, we reached a compromise. I returned to the Crystal Empire, greeted with praise and respect, but some prejudice remained, through silent glares and hushed whispers._

_I talked with Starlight about the matter. Our subjects would never truly respect me as I was. There were methods I could use to add to my power, but Starlight was against it, promising me that everypony would open their hearts with time. I listened to my love, knowing she was right. I continued to extend my hoof out to those around me, regardless of their class in society, and for a duration, it seemed to work. Peace reigned, and I was happy, believing I had found friends in the kingdom. Sadly, the time of war was returning, and the Griffon Empire was ready to resume their attack. I heard of an ambush near the outer regions of the Crystal Empire. _

_I left half of our forces with my queen to ensure her safety, and I ventured out with the other half to confront our enemies. However, the force of the Griffons was extraordinary. They tore through our defenses and eviscerated my knights. I barely managed to survive, but there was no time for me to recover. I had to fight my way back to the Crystal Empire, but by the time I returned, the damage had already been done. Most of my subjects had been taken away to the Griffon Empire, but those closest to the castle were slaughtered, even my beautiful queen. I remember holding her in my hooves. Starlight couldn't speak. All she could do was smile before she passed. My beautiful flower was murdered. _

_I was ill-prepared. No. I was weak. If I was stronger, I could have protected Starlight. I wasted so much time catering to those around me instead of increasing my power. The Griffons would pay for their transgression, but I stood no chance against them as I was. I needed an edge, and I knew exactly where to find it. Though I promised Starlight I would not resort to it, I still researched the location of a legendary item known as the Dark Crystal. It was located somewhere within the ruins of the snow field. With my injuries beginning to worsen, I was left with no other choice. In order to avenge my beloved, I journeyed to the temple._

_I managed to locate the black crystal at the bottom of the ruins and performed a spell to infuse my body with the gem. However, it changed form and fused with my horn, giving it a jagged, crimson shape, but I felt the dark arts fill my body, the most powerful form of magic in Equestria. My wounds were fully healed. All it took was a blood oath to finalize the spell. I would become an immortal, powerful enough to smite my enemies. Upon the ceremony's completion, I stepped out of the temple with renewed vigor, a new sense of life. The power I worked my entire life to gain felt null and void compared to the dark arts I now possessed. It felt __**right**__._

_I could avenge my beloved and take back what was mine. I charged into the Griffon Empire. You would not understand the fleeting feeling as I drank in their pain and misery. I smashed their shields, broke their claws, and crushed their spirits. There were hundreds, but they didn't stand a chance against my might. Everypony that was taken prisoner from the Crystal Empire was freed by my hoof, but the victory was an empty one, built on a destroyed kingdom and the life of Starlight. I needed to make an example out of those who would dare defy me to ensure history would never repeat itself. I chose the Griffon Kingdom's king and queen, as well as the generals who led the attack on the Crystal Empire, contemplating their fate._

_It was far too easy to simply execute them. No. I needed them to suffer and regret their decisions for the rest of their natural lives. Despite having absorbed the power of the black crystal, I could still hear its call. It informed me of my newfound abilities, including those of imposing my will into others and sapping any signs of 'hope' they have in their hearts. My enemies would forever bend to my might and would never rise against me. It was perfect. With the griffons under my control, I used them to rebuild the Crystal Empire. However, upon my return, I was greeted by my own subjects with fear and prejudice instead of praise and appreciation._

_I'd had it with them. I fought and bled to gain their respect, but I ended up losing everything trying. It was then that I realized the only way to earn respect is to take it by force with unrelenting power. Over time, the power of the black crystal changed my form entirely, and I set out to spread its darkness throughout the world. Those who resisted were subjected to enslavement before I broke their wills with my power, making them experience their worst fears like I have done. It was then that I was confronted by Princess Celestia and her younger sister. The rest is history…_

* * *

><p><em>Twenty-Four Days Remain until the portal closes…<em>

The black mist dissolved before rushing back underneath Sombra's armor. "I have grown weary from these countless eons. I always believed in my decisions, and truth be told, I still stand by my actions. The ends justify the means, and if I had the choice, I would continue to walk this path. I've inflicted suffering and struck terror into the hearts of everypony for decades. I merely believe it is time I met my end by one worthy of my time. I believe you are the one, Peter Parker, but the path you walk is _**wrong**_. You have heard my words, my tale. Can you not see what you must do to avoid making the same mistakes I did?"

Sombra whispered, staring at his hand with a saddened gaze. "During our first encounter, while you and the prince fought through my horde of minions, I looked into your heart. I saw you were like me, a warrior without a mark, but I learned further that you were also criticized despite your countless sacrifices. Yet, there you stood, staying the path of the hero. Like the light to my shadow, you followed the path I strayed from. That is foolish yet commendable. I sought power, but in the end, it protected only myself and no one else."

Sombra closed his eyes and held his finger against the crimson horn on his forehead. "I would sever my ties to the crystal under my own power, but that would be cowardly. As a knight, I am entitled to meet my end with honor. That was the oath I made with the crystal. It will only reveal its true form to the one I deem worthy."

Peter folded his arms and furrowed his brow. "Is that how you survived the blast from the Crystal Heart Twilight and Spike retrieved?"

"Indeed. Although it appeared my entire essence was destroyed, the black crystal's power gave me ample time to recuperate. After all, my horn is the only part of me that needed to heal, even if I lost more of my sanity in the process," Sombra murmured, his horn darkening until its shade was as black as an infinite void. "You remind me of Starlight. You're gifted yet oblivious to your own potential, and you tend to give those around you hope. Despite your rise to royal status, you act as you always do."

Taking his sword in hand, Sombra shared a glance with Peter before kneeling before the young man. "You and Starlight never lost sight of your purity, even during the darkest of hours. You are both foolish idealists. I believe a solemn defeat by your hands is as close to redemption as I can achieve for you are my shadow. We both looked into the abyss and lost our loved ones, but when the darkness looked back at us, I faltered. Please. Let me die with some honor. Free me from this curse. What say you, fellow warrior? My fate is in your hands. Drop your foolish sentiment. You will _die _if you fight me with any doubt left in your heart."

"I won't kill you," Peter said, shaking his head. He looked away, clutching at the straps of his knapsack. "I'm not into mercy killing. Besides, if you can realize your mistake, then you can live and redeem yourself!" His voice was shaky yet optimistic. Peter reached forward, extending his hand to the taller man. "You can help us fight Osborn! We both know he's far more dangerous than both of us combined. We can-"

Sombra frowned at the answer, but his lips managed to curl into a small smile. "Are you _still _thinking like that? I must decline. I refuse to work alongside those pitiful excuses for flesh you call friends. Besides, I'm afraid my time is limited." Walking past Peter, Sombra directed his gaze to the ceiling. "It is perhaps the only thing I am grateful for from that man. When he freed me from my prison within the crystal heart, Osborn gave me this physical form. That, in turn, inadvertently restored my sanity." Sighing, the dark being placed his hand over his chest. "That is why I ran into seclusion. I wanted to look back at my crimes, to see where it all went wrong. The crystal's cries grow by the hour. I'm afraid this change is not permanent. I fear by midnight, I will lose my clarity, and the darkness will resume control."

"So that's why you wanted me to come here before nightfall. You don't have much time," Peter murmured, his gaze falling to the ground. "There's no other way? All I have to do is break the crystal, right? That'll break the curse, and-"

Shaking his head, Sombra allowed a smile to grace his features, one with teeth. "You have a pure heart, much like Starlight, but if you break the crystal, I will lose the powers of the dark arts, specifically that of my immortality. I understand your desire to never slay one's life, but that is a tract you may wish to reconsider. You have a chance to free me from this curse as well as prevent eons of suffering."

He sobered, evident by his stoic expression. "There will come a time when you will have to make the choice to end the life of Norman Osborn. He has already stolen one love from you. Do you wish to allow him the chance to take away the life of another? That of Twilight Sparkle?" Sombra paused, deepening his frown. "I have a faint chance at redemption, but I can sense in your heart, that the same cannot be said about Norman Osborn. It is not a choice I wish for you to make now, but I do beg that you help me reunite with my Starlight." Lowering his head out of respect, Sombra knelt before Peter. "Be merciful and grant me this request. Please. Face me in a duel. Maybe then I can see if your idealism is admirable or foolish."

Peter gritted his teeth, resolve filling his eyes. He was not quick to respond, pausing to clench his fists tightly, but after a few moments, the young man raised his head and lowered his body into a defensive stance. "Get ready!"

Sombra unsheathed his sword and tossed the scabbard across the room, embedding it deep into a stone wall. All four tendrils burst from his back, hissing to life. "Yes! My hour is now! Let the battle commence!"

Spider-Man and Sombra shared a glare before sprinting forward, and as they closed the distance from each other, both men yelled at the top of their lungs. Once they were a few feet apart, Sombra clenched his fist until it emitted a black aura and slammed it into the ground. A wave of darkness rushed out, bending every beam of metal and shattering any masonry in its path. Spider-Man skidded to a halt before vaulting his body high into the air, just out of reach of the attack, but a tendril burst through the ceiling, lashing out at the fleeting individual. Peter contorted out of the coil's path easily, hit the ground, and rolled to his feet.

The coil had managed to embed itself into the floor, and before even Peter could come up with a snide remark, two more tendrils shot up from the ground as the first tentacle broke free and resumed its attack. Spider-Man rapidly fired two strands of webbing onto two of the coils, using those threads to swing away from the third and launch himself into Sombra's gut with a massive kick. The dark man staggered back, giving Peter time to flip behind his position. As he pulled two of the tendrils back, Spider-Man shot another strand onto the third coil and tied all three threads of the gossamer together. Before Sombra could react, Peter retrieved a crystal heart, lunged forward and held the gem at the center of the tendrils, while covering it with webbing. The jewel exploded in a bright ray of light, and Sombra hissed out, clutching at his back as the tendrils dissolved from existence.

Spider-Man readied his body to sprint toward his opponent, but a blaring alarm in his cranium prompted Peter to duck underneath Sombra's sword as it sliced through a stone column. Peter recovered instantly and sprang forward, only to be met by Sombra smirking darkly and blaring Spider-senses. He was barely close enough to grab Sombra's wrists and stop the lightning fast strike from separating his head and shoulders. In retaliation, the dark man planted a foot in Peter's gut and jumped backwards before launching a barrage of deadly thrusts at him. Peter managed to dodge each strike, but the straps of his knapsack were cut, causing the bag to fall to the ground. Before Spider-Man could recover his possession, Sombra slammed his sword through the bag, and the knapsack burst into black flames.

The flames dissipated, but the darkness spread, covering every square inch of the room. Sombra faded, becoming one with the environment until he completely disappeared from sight. Peter's brow furrowed as he looked around aimlessly for his opponent. He glimpsed a flash of jade from the corner of his eye and threw a wild punch instantly, but Peter's hand flew through the mist, like a solid object through smoke. Sombra emerged in front of Spider-Man's position, dashing forward, but the moment Peter took a defensive stance, the dark being dissolved and reappeared behind the vigilante, slamming his fist into his spine.

Peter screamed out, unable to react as Sombra vanished and punched him across the jaw. A wave of darkness rammed into Spider-Man's abdomen before wrapping around his body, and the mist took form, morphing into a tendril. The coil swung its prey around, dragging him across the ground and smashing his frame into a steel wall. The tendril whipped Peter to the center of the room, and Sombra phased to its location, driving his fist into the underside of Spider-Man's jaw. The force of the blow sent the young man spinning across the room. He burst through a row of steel beams and limply fell to the ground.

Rolling onto his stomach, Peter grimaced as bolts of pain seared through his midsection, but he managed to make it to a knee, pausing to cough the taste of blood from his mouth. The young man peeked up, glaring as Sombra held his sword over his shoulder, all while panting with a fanged smile.

"Stop holding back!" Sombra bellowed, a scowl forming on his face. He lifted Peter by the collar of his costume, lifting the young man from the ground. "Your sentimentality will be the death of you. I know what you're doing, trying to find a way to defeat me without dealing a fatal blow. I will not hesitate to kill you, nor will Norman Osborn." Relinquishing his grip, Sombra dropped Spider-Man before placing both hands over the handle of his blade and raising it skyward. "If you continue to hesitate, you'll die!" Stomping forward, Sombra poured all of his might into his swing, preparing to slice his foe in two. "Who will protect Twilight Sparkle when you're gone?!"

Before the steel could meet his flesh, Peter's eyes shot open, and he reached out, catching the sword between the palms of his hands. Sombra gritted his teeth, straining as he attempted to pull his sword free from the young man's grasp, but Spider-Man shifted his weight to his side, causing his opponent to lose his footing and roll across the ground for several meters. The dark being snarled before digging his claws into the floor, skidding to a halt, but as he lifted his gaze, Sombra could only watch as Peter slammed his fist into his forehead.

The impact sent Sombra's head flying back until the momentum carried the rest of his body through a stone wall and into a violent roll. Placing his hand against the ground, Sombra forced himself to stand from the wreckage, but he stopped to clutch at his horn, a sharp pain coursing through it and his forehead. The king stole a glance at his crimson appendage, and his eyes widened at the sight of the horn flashing to a shade of black. A crack formed at the base, and traces of magic, small sparkles, fell from the wound.

With Sombra's sword in one hand, Peter pushed himself back to a vertical base, but his gaze remained fixed on the ground, desolation filling his eyes. "I don't want to kill you, Sombra, but if I don't set you free, there's no telling what kind of damage you'll cause once you lose your sanity again." Spider-Man paused, ripping a piece of his costume from his being. "That's always been the one thing separating me from the bad guys, from murderers like Cletus Kasady and Norman Osborn. What right do I have to take another person's life? I can't answer that, and I really don't want to. I can only do what I feel is right."

The darkness from Sombra's body began to spread out, and the man vanished within. Peter wrapped the torn Spandex around his head and eyes, giving himself a makeshift blindfold. Spider-Man lifted Sombra's sword and stood still, like an oak tree before the raging storm wind.

Peter shook his head as a deep frown formed on his face. "I accepted this. I am a prince and a knight, sworn to protect an entire planet and a girl I love more than life itself, who happens to be a princess. I want to protect everyone, especially Twilight, but that means I may be forced to do whatever it takes. Is killing the same as protecting? I always held back against Kasady, Osborn, and others because they weren't mentally well. Osborn was sick, but look at what happened. He got worse, killed Gwen and countless others. Now? He's about to become a demi-god, and I'm to blame, all because I didn't have the guts to do what was necessary."

"What do your instincts tell you?" Sombra questioned, his voice echoing throughout the room.

Peter was silent, tightening his grip on Sombra's sword. The darkness consumed everything with the exception of Spider-Man. A tendril lashed out from behind the young man's position, but Peter calmly stepped to the side, causing the coil to miss and disappear in the darkened environment. Black spikes emerged from above, shooting downward, but Spider-Man remained still, even as the hazards narrowly missed his body. Sombra leapt from the ground with his claws reared back. Inhaling deeply, Peter remained still, waiting patiently until his sixth sense blared beyond comparison. Sombra's eyes shot open as Peter swung his sword, slicing through the darkness as well as the horn on the man's head.

Spider-Man held his free hand out, catching the horn as it fell. "My instincts tell me to protect Twilight… no matter what."

The appendage morphed to a shade of black as it rested in Peter's hand, but before Sombra could react, Spider-Man clenched his hand into a fist and shattered the horn. A black puff of smoke escaped from his hand, and the darkness spiraled into a vortex, bursting free from the room. Sombra collapsed, falling to the side, and Peter removed his blindfold before opening his hand, allowing the disintegrated remains of the jewel to scatter into the air. Sombra's body glowed, and a bright light exploded from it. Spider-Man removed his blindfold, but his mouth fell agape at the sight that awaited him.

A black equine stood tall, his smile as wide as the rising sun. "Yes! I am _free_!" He turned to meet Peter's gaze, his eyes crimson yet the hint of jade was gone. Sombra's smile seemed permanent while stray tears formed at the corner of his eyes. "The curse is lifted! By the stars!" Peter's smile matched the stallion's, but the young man's eyes shot open as the pony withered, his black mane flashing to a bright shade of grey. His muscular physique shrank, and wrinkles formed over his body. Sombra collapsed, yet his smile remained intact despite his winded breaths. "I am... normal once more…"

Peter rushed over to the stallion's side, placing his hand over his chest. "Sombra!" Traces of magic escaped from his body, and they hovered away, becoming one with the environment. Peter slammed his eyes shut and shook his head. "I'm sorry. I-"

Sombra chuckled, his teary gaze peering down at his own disappearing form. "Do not hold regret in your heart, Fair Parker. I was prepared for this very moment. I have no regrets." Sombra's eyes softened as the guilt on Peter's face grew more evident. "You do not kill for the sake of vengeance, anger, or thirst. You may hold yourself back by 'morals' and 'ethics', but as long as you do not lose sight of what's important, you will understand that the choices we make, no matter how difficult, will _always _affect our loved ones. I believe… you have now come closer to understanding the burden of protecting the love of your life."

Peter met his gaze and hesitantly nodded before offering the stallion his sword. Sombra shook his head. "No. Keep it. Use it as you see fit. When you are able to use your magic properly, you can wield the sword's true form: the Equestrian Saber. I am… certain your princess can teach you how to properly wield it."

Spider-Man stood, pausing to retrieve the sword's sheath. Once the blade was back in its scabbard, Peter knelt by Sombra's side, recoiling once the stallion weakly extended his hoof. With a saddened smile, the young man accepted the gesture, gently shaking Sombra's hoof with his hand. The pony cringed, stealing a glance off to the side. Peter turned, following Sombra's line of sight, and his eyes widened as a black flame dissolved, revealing the presence of a young woman. She was unconscious, resting soundly. Peter's brow furrowed, his mind remembering the woman's snow-white hair, but he returned his gaze to Sombra.

Peter tightened his hold on the stallion's hoof before it disappeared from sight. The rest of his body followed suit, dissipating from existence. Sombra closed his eyes and smiled. "Thank you. Remember my words, you may not seek to kill your enemy, but Osborn will not hesitate to kill those closest to you. Seek power. Protect them." Sombra's breathing shallowed. "Farewell, my shadow... you stayed on the path I chose not to follow. Believe in your ideals."

Peter grinned, wiping his face free of his tears. "Yeah. Sounds good. I hope to see you _and _Starlight someday under better circumstances."

With one final shared nod, Sombra smiled before the rest of his body exploded in a ray of light. His last words echoed. "_Starlight..._"

Peter ran his hand over the ground where the pony once rested, turning his gaze skyward. "I'm sorry there wasn't anything else I could do." With a defeated sigh, Peter used his webbing to create a makeshift strap before sliding his sword around his shoulder. Spider-Man located his mask and put it back on, immediately taking Felicia into his arms. "This day has just been lousy. I hope it doesn't get any worse."

* * *

><p>Shining Armor stood on the edge of the balcony, his steely gaze fixed on the Crystal Empire. The stallion placed his hoof over the side of his cranium, massaging the throbs that pulsated about. Cadance, using her magic, folded the scroll in her possession before levitating it into a storage tube. The mare joined her husband's side, giving him a gentle smile once he glanced at her from the corner of his eye. Shining managed to return her smile with one of his own, but it was faint, the stallion frowning once his migraine resurfaced.<p>

Cadance lowered her horn, sending a small wave of magic into the stallion. "I just got a letter from Auntie Celestia. Auntie Luna just got back and told her that Twilight's fine. She should return to Equestria sometime tomorrow night." Shining nodded, letting out a relieved sigh. Cadance nudged against her husband, causing her magic to dissipate. "I also found out why you've been suffering from migraines. I have a healing spell that can help relieve your pain, but it will take a while to complete. While we wait, is it okay if I asked you something?"

"Sure, Cadance," Shining gently replied, smiling. The alicorn walked around until she faced the stallion, taking a seat on the ground. She motioned her hoof, prompting Shining to mirror her action. Closing her eyes, Cadance's horn began to glow as its magical energy enveloped her husband's body. Shining arched a brow. "What is it?"

"It's about Peter." Cadance softly declared, continuing once her husband's demeanor softened. His blue eyes glanced off to the side, but the mare knew his expression too well. Shining was concerned yet the stallion attempted to hide his worry with a shrug. Cadance bit her lip and furrowed her brow, remembering what her aunt had told her. She had to be careful to get the truth out of Shining. Poking her lip out in a mock-frown, the mare tapped her hoof against the stallion's chest playfully. "Oh, don't act like that. You always try to act tough whenever we mention Peter. We both know you like him, even if you won't admit it outright. What are you trying to hide, honey?"

Exasperated, Shining groaned. "I'm not hiding anything. Parker's an okay pony, I guess." The stallion rolled his eyes, desperate to avoid his wife's prying stare. He refused to yield to this storm, but Cadance was like the ocean water pushing the boulder: fluid, patient, and steadfast. The stallion cringed, a bolt of pain rushing through his head. Shining moaned, his eyes glancing away at a thought presumably, but with a defeated sigh, he gave Cadance an affirming nod. "This conversation stays between us. Promise?"

Cadance leaned forward and pressed her lips against the stallion's, pulling away afterward with a reassuring smile. "Of course."

Shining inhaled deeply, directing his gaze towards the snow field on the outer reaches of the Empire. "I'd be lying if I said I hated Peter. Heck, I don't even dislike him. Twilight was so positive about him when she first introduced him to me. I thought there might have been a catch. My sister's naive, and she's never had a coltfriend before. I thought she might have made a mistake somewhere, but I learned personally how trustworthy Parker is when we fought together during our encounter with Sombra. He saved my life, and I owed him some trust. I guess I just needed to hear it from Peter himself. I managed to catch up with him during Twilight's princess coronation."

* * *

><p><em>The coronation had finally reached its climax. The party was under way, and Shining's little sister was at the center of it. Fortunately, it wasn't over anything negative. Shining thought back to that very moment, watching Princess Celestia give Twilight her crown. Shining choked back some tears then, and he struggled to keep them at bay now. Oddly enough, he felt a similar touch of joy watching Peter become a knight. Spider-Mane made a solemn vow to protect Shining's sister with his life, a truly commendable feat for somepony Shining had reservations about a few weeks ago. <em>

_Cadance was pleased as well, crying alongside Shining Armor's mother for both ponies. However, Peter didn't seem too enthusiastic during the after party. He wasn't quite as chatty as usual, not that Shining would have complained, but something didn't seem right, evident by the somberness seen within Peter's hazel eyes. At least that's what Shining Armor felt. After Peter spoke with Velvet, Nightlight, and Cadance, the newly knighted prince snuck off while Twilight caught up with her friends. _

_Shining decided to quietly follow the stallion, deciding to confront him once they were completely alone. The journey was brief, reaching the balcony of the castle. Peter folded his hooves over the edge of the rail, staring down at the beautifully lit town beneath the city. Shining furrowed his brow at the sight. It was not like Peter at all to act like this. Even the star-patterned night sky could not lift the stallion's mood. Inhaling, Shining nodded inwardly. Perhaps it was time he had a heart-to-heart with his little sister's special somepony._

"_Hey, Parker? You have a minute?" Shining intervened, causing the smaller stallion to shake his head. "I saw you sneak off. Figured you could use a little company."_

_Peter furrowed his brow, taking a seat near the wall. "Uh, Shining? Sure. Uh, what's up?"_

_The Crystal Empire's prince hesitated, shifting his eyes as he scanned his surroundings. The entire party was in full-swing, a majority of those gathered around the four princesses._

_Shining managed to smile as he took the available seat next to Peter. "You know, for somepony who just became a prince and a knight, you sure seem depressed. That doesn't seem like you."_

_Peter scoffed, waving his hoof dismissively. "Ha, well. That's a problem I have. I always find a way to get bummed out at the oddest times." The stallion grinned, folding his hooves before resting his head over them. "I am happy. Don't get me wrong. Watching Twilight take the stage and become a princess? This is probably the best I've felt in, you know, forever. Twilight's always been supportive, even if she is a bit high-strung at times. I couldn't be happier or prouder of that girl." _

_Smiling, Shining nodded. "Yeah, same here."_

_Peter shook his head, never lifting it. "I saw you at the coronation." He chuckled, playfully punching the taller stallion's shoulder. "You were crying."_

_The lower half of his face burned. Shining stammered, brushing his hoof over his eyes. "That was liquid pride. It's a big difference." Both stallions remained quiet, forcing Shining to break the silence. "How does it feel to be a prince? Is it anything like you expected?"_

_Peter lifted his head slightly, but his mane hid the majority of his face. "Too soon to say. It's hard. Twilight loves me enough to trust me with her life, even after I failed to protect Gwen, __**and **__she made me a prince. Me! I __**don't **__deserve this."_

_Shining's eyes softened. "From what I saw through your memories, I believe you deserve everything you got today and then some. You're a true hero, Peter."_

"_What if I get your sister killed?" Peter whispered, his voice wavering. Shining paused, never averting his gaze from the stallion. "I don't care about my status. I could become king of the world for all I care. All I want is to see Twilight happy. I feel like a prince whenever I see her smile." Sighing, Peter forced himself to stand from his seat. He started to walk past Shining, who remained silent. "I won't let her die, Shining. I promise. I'll die way before Twilight does."_

_Before Peter could venture too far, Shining stood as well. "Hey, Parker." He walked up to the stallion with a stoic expression, but it diminished, allowing a smile to take form on Shining's face. He placed his hoof over Peter's shoulder. "My sister believes in you. My wife believes in you. A bunch of others believe in you. Try using some of that reinforcement. We aren't focused on your failures. If you dredge in the past, you'll never be able to live happily in the present." It was brief, as swift as the wind. Shining wrapped one hoof around Peter's body, pulling him into an embrace, and he shoved him away, tapping the stallion over the forehead with a hoof. "I believe in you, too... as the brother I never had. Now, let's get back downstairs before my sister starts tearing up the place looking for you."_

_Peter could only smile a toothy grin. "Thanks, Shining. I needed to hear that." Both stallions shared a nod before making their way back towards the celebration. Peter's ears lowered as his brow furrowed. "Liquid pride, huh?"_

_Shining's brow lowered. "You tell anypony otherwise, and I __**will **__find you."_

"_You like me," Peter chuckled._

_Rolling his eyes, Shining exhaled. "Quiet."_

* * *

><p>"I knew it," Cadance giggled, flashing her husband a smile. He grumbled under his breath, but the alicorn paid him no mind. While her magic continued to mend Shining's physical ailments, the mare closed her eyes. '<em>Okay, Auntie. I hope this helps. I only hope you're having luck with Auntie Luna and the others.' <em>Cadance opened her eyes as her mind recollected the image of the Web. '_They have to accept their feelings for Peter… so that they can let him go. It would help Twilight out so much.'_

* * *

><p>"Of all the stupid, reckless stunts you could pull, this has got to be- UGH!" Twilight snarled, lowering her brow until wrinkles formed at the center of her forehead.<p>

"...the most dangerous and/or idiotic thing I've ever done?" Peter weakly suggested.

Twilight growled. "Shut up!"

Peter sat with a sad smile as his girlfriend tightened new bandages on his body, his gaze never leaving the ground. Logan and Spike watched the spectacle from the other side of the room, both keeping their silence out of self-preservation. Twilight paused to place her violet jacket over her boyfriend's shoulders before rubbing medicine over a gash on Peter's head. They were brief, but the girl could not hide the concern from her eyes on occasion. Although her anger usually returned, Peter recoiled once Twilight wrapped a bandage around his head and pulled, perhaps a bit too tightly.

Twilight growled between each movement. "You were not supposed to leave the bed! Look at what happened! You aggravated your injuries, earned a _new _set of bruises, and you even brought Black Cat back with you! What do you have to say for yourself?!"

Peter's lips curled into a small smile, but he could not meet his lover's violet gaze. "You're cute when you're angry."

His sixth sense blared, but Peter did not move, fully expecting what was approaching. Twilight lifted his head and slapped the left side of his face, which happened to be uninjured. The blow was swift yet harshly delivered. The pain was superficial for Peter, yet his cheek stung, not like anything he had felt before. Hulk, with all of his might, couldn't match this type of power. Spike, taken aback, cringed, and Logan merely folded his arms, patting the dragon over the shoulder. The gruff man quietly made his exit, prompting Spike to hesitantly follow. Once everyone had left the room, Twilight snatched Peter by his collar, but the young man's eyes only widened at the sight of the girl's trembling shoulders and shaky grip.

Twilight lowered her head, but her tears could still be felt as Peter's chest grew damp. "Shut up! You don't get to joke! Not today. I was worried about you! You could have been killed!" Her voice choked, pressing through growing sobs. "I know you mean well, but you have to remember that there's someone waiting for you. I want to be by your side, but you can't keep leaving me behind like this. We're meant to protect _each other_! It's not one way!" Twilight raised her hand, seemingly preparing to strike Peter a second time, but it gently fell over the young man's cheek, caressing it ever so gently. The girl lifted her gaze, revealing her tear-stained face. "Stop being selfish and share your burdens! It's not just _your_ pain that you have to bear. Can't you imagine how I would feel if I lost you?"

Peter brushed his thumb over Twilight's wet cheek. "I'm sorry. You know I hate making you cry. It was stupid." He nodded, glancing off to the side. "It was selfish. You had a right to know what I was doing. I'm sorry. I promise I won't run off without you again."

Inhaling deeply, Twilight frowned at the young man, but her lips eventually curled, forming a sweet and apologetic smile. "It's okay. I guess it's not all your fault. You had to save your friend somehow. Just don't do that again." Her open palm struck the bandage over Peter's shoulder, earning a low hiss in return. Twilight returned his glare with a bemused expression. "I mean it. Never again."

While the pair exchanged dialogue, Spike scratched the side of his head before turning his head from around the corner. "I don't get it. Twilight was seriously peeved a few minutes ago. Then, she started crying. Now, she's happy and laughing! What just happened?"

Logan shrugged after downing his canned beverage. "Women are like that, kid, 'specially towards the ones they really care for. Twilight just loves Parker to death. It's normal."

Spike's eyes furrowed as he retreated into his bed. "That's weird."

Scratching the back of his head, Logan huffed before closing the door to their room. "Women are weird. You'll understand when you're older."

* * *

><p>"Twilight," Peter whispered in a somber tone, causing the girl to tilt her head in response. He was silent for a few moments, as if contemplating his words, and the young man reached out, taking Twilight's hand into his own before giving it a firm yet gentle squeeze. "Did I do the right thing?"<p>

Twilight recoiled, feeling a twinge pull at the inside of her chest. "Oh, Peter. Is this about Sombra?"

The young man weakly nodded. "It's just that… me and Sombra aren't that different. It's frightening." He brought Twilight's hand over his mouth, kissing the top of it gently. "Sombra was a decent pony, but after he lost Starlight, everything changed. I'm not condoning what he did. Sombra inflicted countless years of suffering onto others, but I do understand. When you lose someone you love, it's not easy to deal with. I was able to move on from Gwen because you and everyone else helped me." He glanced away, his shame evident. "When I killed Sombra, I wasn't thinking about Equestria, Earth, or his freedom. There was only one thing on my mind: you. I couldn't bear the idea of losing you. It's selfish. That's the only way I could bring myself to finish Sombra off." He laughed, pitifully. "Some knight I am, huh?"

The princess began to run her fingers through his unkempt hair. "Don't beat yourself up over it. I think you did the right thing. Sombra wanted to be freed from his curse, and you made the difficult choice to oblige him." Before Peter could react, Twilight leaned forward until her lips brushed against his cheek. She held her mouth in place, allowing her hot breath to gloss over her lover's skin. "You're a valiant knight, Peter. You've always focused on doing the right thing, even when it hurts you. As much as I hate how reckless you can be, I know you're always at your best when you're fighting for what's right. That's why I'll always trust you. Okay?"

Peter sighed, wrapping both arms around Twilight's body. They remained as such, slowly leaning down onto their bed. Twilight gently shifted her weight, making certain to avoid any of Peter's injuries, but she eventually succeeded, feeling a low growl of pleasure escape from her lips as she straddled his lap. She lowered her head to kiss him, placing her hands on both sides of the young man's face. Peter wrapped his arms around Twilight's waist, sliding his hands underneath her clothing and tracing his finger along her soft skin. Twilight smiled seductively and traced a snaking pattern over Peter's solid chest. They shared a glance, resting their foreheads against each other.

"Twilight, I…" Peter murmured between pants, his lips unable to stay away from Twilight's. "I need you."

Twilight smiled, her blush visible through her chocolate skin. "I know. Please. Make me yours-" she paused, her mouth falling over Peter's once more. The young man returned the kiss, passionately sliding his tongue into Twilight's mouth. She melted into the kiss, moaning and shivering involuntarily. Hesitantly, she broke away from the kiss, and Twilight made certain her eyes were locked on those of her lover's. She pulled back to study the young man, staring at him with eyes half-closed through pleasure. "You're mine. No one else can have you." Her voice was feral, possessive, but it was sincere, filled with immense desire. "Promise me…"

Peter slid the fingers of a hand through her violet locks and nodded approval of the idea. "You're the only one I want."

Everything Peter fought for led him to this very moment, to the girl that stole his heart. He freed his mouth from her own, lowering it to the side of Twilight's neck. Peter inhaled, allowing his lover's sweet scent to fill his senses before he began to plant several kisses along her neck to her collarbone. Twilight's pleased moans grew in volume, prompting Peter's hands to explore every region of the glamorous temple that was her body. The princess shuddered at the wonderful sensations. She grabbed Peter's hand, trailing it along her bare waist.

Twilight's face flushed at the intimate contact and sighed contently once Peter's hands slid under her nightgown. It was maddening. Such pleasure was not to be trifled with. Twilight surprised herself when she released a passionate growl, her ecstasy reaching new heights. The temperature in her face continued to rise, thanks to the lack of any interruption. She opened her mouth and kissed Peter, drinking him in to the greatest of her extent. Even now, she felt wonderfully nervous.

Wrapping her arms around the back of his neck, Twilight rested her forehead against Peter's, her demanding voice barely above the hint of a whisper. "Take me, Peter," she paused to tighten her grip, folding her legs around the young man's waist. "...and don't let me go."

He only had one life to live, and circumstances were leading to the conclusion that it could end at a moment's notice. Peter did not want to leave, not without letting Twilight know how deep his love for her ran.

Despite his injuries, Peter joined Twilight in the bed, undressing her frame with the utmost care. She returned the gesture, removing all forms of clothing from her lover's body with the exception of his bandages. Soon, they were both lost in ecstasy, yet it was not lust that fueled their desires. Peter's hands found Twilight's, holding each gently for the entire duration. It was love that motivated them both, and it was that very sacred emotion that tightened their bond. Peter leaned forward, capturing Twilight's lips in a kiss. The surrounding temperature rose due to their conjoined body heat, yet they pushed further into each other, deepening their embrace and refusing to yield to the world.

Peter finally understood how far he had to go to protect Twilight. With a reckless mind, the journey could lead the knight into a dark place, but with strength in his resolve, he could live and witness his love for the princess blossom. Twilight, lost in pleasure, threw her arms around Peter's neck. She would not let him go, never again. Peter wrapped his arms around the girl's waist, pulling her body even closer to his. The feeling was mutual, immensely so. They remained as such for the duration of the night, content with their expressed feelings.

Perhaps out of instinct, Twilight nuzzled her face into the crook of Peter's neck before falling into a deep slumber once her exhaustion took hold. Peter slowly followed his lover into the realm of dreams, his eyes fluttering to a close. A smile crept onto his face as he listened to Twilight's soft snores. Peter reared down, planting a kiss over the girl's forehead before surrendering to his body's need for rest. Love pushed him this far, and it would continue to drive him, for Twilight was the center of his universe. No one, not even Osborn, could take this from him.

Elsewhere, in his own room, Spike sat with his claws over his ears. His heightened sense of hearing allowed the dragon to listen to things he couldn't before. The creaking finally stopped. He sighed, relieved. Spike furrowed his brow. He had no idea what could have happened to create such a ruckus. Rolling onto his side, the dragon closed his eyes and drifted into Luna's realm. He would make certain to ask Twilight and Peter in the morning about it.

* * *

><p>Madame Web's breathing grew erratic, her trembling hand falling over her chest. "I fear Spider-Man's death is drawing near. The visions are hectic, but I can sense Peter will die in three days." She held out her hand, allowing the Web of Life to take form. "Celestia, you must hurry. Those girls must sever their attachments to Peter. If they don't, I fear the worst for Earth and Equestria." Most of the strands began to unravel, increasing their distance from the center of the Web of Life while maintaining a connection, but one thread in particular began to glow, alternating between shades of royal blue and black. It remained attached to the center, refusing to sever its tie. Madame Web's mouth fell agape. "There. That's the one. She is the one… who will kill Peter. Spider-Man's death will come from the second-closest strand in the Web of Life, but who could it…?"<p>

An image appeared within the Web, of a being hovering over Spider-Man. He stood in a defensive stance while her angelic form towered over him. Madame Web studied the vision for what felt like an eternity, but she eventually nodded, her head lowering with despair.

"Princess Luna…"


	52. Darkest Before the Dawn, Part I

_**Chapter Fifty-Two "Darkest Before the Dawn, Part I"**_

_Twenty-Three Days Remain until the portal closes…_

_Seventy-Two Hours Remain…_

The morning rays of the sun pierced through the small openings of the window drapes, slowly yet surely filling the bedroom with light. Twilight awoke, her eyes fluttering open as she stretched her limbs. A sleepy smile formed on the girl's face once her vision cleared. Her naked frame was in the arms of her lover, who never relinquished his hold despite falling into a deep slumber. In spite of her vulnerable and compromising position, Twilight couldn't feel any safer, her senses blurred and lost in the blissful aftermath of last night's session.

Peter began to awaken, evident by his grumbling and shuffling. Twilight inhaled sharply as Peter's arms tightened around her waist, and a bright pink flush filled her cheeks once his hazel gaze met her violet eyes. The young man's lips curled, forming that wonderful smile the princess had grown to adore. Twilight buried her face into Peter's solid chest, stifling a giggle. She felt happy, as giddy as a unicorn who had learned how to use magic for the first time. Yet, there was a sense of nervousness, her heart fleeting. Shifting his position, Peter rolled over until Twilight was on her back and his body was poised over hers.

Eventually, the knight lowered his head, pausing before kissing the princess. _His_ princess. Twilight moaned into his mouth, shivering involuntarily as Peter's warm hands brushed over her soft skin. Even now, the princess didn't fully understand exactly how the young man made her feel this, so strongly with nothing held back, but she was content as long as the wondrous sensations lasted. The surrounding temperature steadily rose, beginning to match the heat wave from a few hours ago. Hesitantly, Twilight pulled away, her mouth missing her lover's enticing taste, but she smiled, wrapping her arms around Peter's neck.

They eventually parted, retrieving their clothing before joining back together. Twilight's smile grew wider, matching the brightness of Earth's sun. She and Peter sat in a comfortable silence for several minutes, both exchanging smiles as they put on a fresh set of clothing. It felt strange how comfortable she was, especially after such a display of emotion, but as Cadance mentioned, with love comes trust. Twilight's relationship with Peter had truly blossomed into something beautiful, and the princess begged- no, pleaded to the stars for it to never end.

Twilight giggled, winking at her boyfriend. "Hungry?"

"Starving, but that's not anything new," Peter chuckled, lowering his body until he kissed the center of Twilight's forehead. Her face glowed. Peter's brow furrowed at a thought. "Wait. What about the Bugle? Don't you have to go to work?"

Twilight shook her head before extending her hand, causing violet energy to envelope the bandages on Peter's head and arms. "Not necessarily. I have JARVIS handling my appointments. If there are any problems, I informed Robbie to call me immediately if I am needed." Each bandage freed itself from the young man's body. Most of his wounds had healed overnight, but Twilight frowned, directing her gaze to Peter's midsection. She ran her hands gently over the area, her fingers massaging the muscles underneath the shirt. "I'm taking a leave of absence to make sure you stay out of trouble."

Peter mock frowned. "I have a feeling there's some trust issues here…"

Twilight's cheeks flushed to match the same shade of pink as the special strand in her hair. "It's not just that. I just want to be with you right now, as silly as it sounds."

Peter smirked, tapping his fist against the girl's forehead. "Hey, I like silly." Twilight smiled, pausing to rub the wrinkles out of her green shirt. Her diminutive figure could barely fit into the wardrobe, evident by her exposed shoulder and the sleeves covering her hands. Peter couldn't suppress his smile. The large, green ribbon placed perfectly in Twilight's violet locks matched her shirt and snow-white skirt. He placed a soft kiss on the cheek of his princess. "You look beautiful."

Her smile widened. "Thank you."

Peter tightened the belt around his waist. "We should do nothing today. Wasting time is so satisfying when you're doing it with someone. Especially when that someone is as special as you, Twi."

Twilight smiled contently, standing on the tip of her toes to press her lips against Peter's. "You're very sweet, I'll have to indulge you." Reaching out, the girl took the young man's hand and led him out of the room. "Now, come on!"

* * *

><p>"You should consider yourself fortunate that you're not imprisoned or exiled," Octavia moaned, shaking her head. "You promised me you would act rationally, Lyra. Foolish of me to believe you."<p>

Lyra waved her hoof dismissively. "Well, it might have been too late to warn anypony if I waited! Besides, it turns out this whole trip was worth it. Princess Celestia knew where the book came from."

Applejack intervened, stepping between the two ponies with a furrowed brow. "Twilight was really torn up when she lost that book. How in tarnation did you get it, Lyra? It disappeared when Twilight had it last."

Lyra shrugged. "I was on my way home, and it sort of fell on my head." An uncertain look formed in the unicorn's large yellow eyes. "You'll think I'm crazy when I say this, but-"

Octavia rolled her eyes. "Too late, I'm afraid."

Lyra blankly glanced off to the side. "-but somepony's voice called out to me when it happened. She said her name was Madame Web. She begged me to hold on to the book and keep his secret."

Spitfire huffed, whipping her tail. "Considering we're all experiencing soul pains for the same stallion, I don't think anything's too crazy to believe right now."

Octavia arched a brow toward the unicorn. "Why were you constantly trying to confront Peter then?"

"Because I wanted to hear it from him. I had access to his life. It just didn't feel right holding something like that over somepony," Lyra muttered, brushing her hoof through her mane.

"So, it never bothered you that he was an alien?" Rarity questioned, causing Lyra to shake her head. "You have my thanks. That type of sensitive information could prove disastrous for a pony's reputation. I am not certain Equestria would have accepted Peter as a prince if they knew he was not from our world."

Rainbow Dash trotted over to Lyra, an apologetic smile on her face. "Sorry, I always thought you were a crackpot, but it turns out you're pretty cool. There's a bunch of things you could have done with that book, but you kept it a secret."

"It might be why you've been feeling the same pain as us," Applebloom giggled, nuzzling her head against Lyra's side. "You've been my big bro's friend all along, even if you two never met personally. You're really cool, Miss Lyra."

Lyra stammered, blushing. "Eh, it's nothing. A-Anypony would have done the same thing."

Rarity's brow lowered. "Octavia. Forgive me for prying, but why are _you_ connected to Peter? If I recollect correctly, you two barely talked to each other in Manehattan."

Octavia blinked before holding her head high. "I think he's cute." Everypony paused, surprised with the mare's bluntness. She waved her hoof, frowning as the temperature in her cheeks rose. "Modest ponies have an unusual charm to them." Her face was pink by this point. "Besides, he's a true gentlecolt. Peter gave me his blanket when I was cold during the trip to the city."

Clearing her throat, Lyra stepped away from the others before pointing her hoof at the closed door on the other side of the room. "Anyway, what's with Madame Web? She's friends with Princess Celestia, and she waits until the last minute to tell her anything? That's weird."

"I concur," Trixie said, a hint of irritation in her voice. The mare paced in a circle, paying no mind to Pinkie Pie, who was following her diligently. "Has Princess Celestia known this Madame Web the entire time, or is one keeping secrets from the other? We're all being led astray, and our friends are possibly paying the price with their lives. Why can't Madame Web be direct? Does she not care if Peter dies?"

Zecora held out her hoof, prompting Trixie and Pinkie to stop in their tracks. "Perhaps she has foreseen something or is trying to gauge when to act? To make a mistake would likely spell doom for all, that much is a fact. I value Peter's life as much as you do, Trixie, but this situation is growing more dreary. At this rate, two worlds are at stake, but…" she paused, holding her hoof over her chest, "I still cannot deny my heart's ache."

Trixie let out a defeated sigh before placing her flank against the ground. "That doesn't make it any less irritating. My best friend is probably about to die, and I'm being told Princess Luna may be the one to kill him. I can't stand being kept in the dark like this."

Pinkie Pie smiled, wrapping a hoof around Trixie's shoulder. "Don't worry. Twilight won't let anything bad happen to Peter. Spike, too."

Derpy's ears lowered, until they were looking at the ground. "I hope this is a misunderstanding. What do you think Princess Celestia will do?"

Rarity blinked, turning her royal blue gaze towards the sealed throne room door. "I'm not sure. Um… I think Princess Celestia is still talking to that pony who stole Twilight's crown. There's probably so much on her mind. I feel sorry for her. Her old student returns and now this news about her sister? My stars."

Before anypony could respond, Princess Celestia appeared in a flash of light in the middle of the room. "I have sent Sunset Shimmer back to Earth," she stated calmly, earning collective glares from those around her.

"What?!" Trixie spat, throwing her hoof over her head instinctively. The unicorn slammed her eyes shut before shaking her head, as if collecting her nerve. "A thousand pardons, Your Highness. I didn't mean to-"

Princess Celestia sighed, managing to give Trixie a smile. "It is quite fine, Trixie. I understand why you're worried. Shimmer will answer for her crimes later. Right now, I believe it would be best if she assisted Twilight and the others. Her experiences with Osborn could prove useful, especially against my sister. With so much at stake, I have to take a risk and trust that Sunset Shimmer is willing to redeem herself."

Applejack frowned. "Do you think Luna will really…?"

Celestia's ears drooped. "I hope not, Applejack. I am trying to contemplate what could possibly prompt my sister to do such a thing. Luna loves Peter. She would never admit to it, but I know my little sister better than she knows herself. This is really the first time she has found common ground with somepony. It's heartbreaking. After all of these eons, I was so happy to see my sister smile and talk about a stallion." Despite lowering her head, the sad smile she bore could still be seen by all. "Fate is cruel. I honestly didn't expect Twilight to act on her feelings. Nor my sister. I can tell Luna holds a grudge against herself _and _Twilight now, but..."

Celestia shook her head before her horn glowed, allowing an image of the Web of Life to appear at the center of the room. Only one strand remained linked to the center, continuously alternating between shades of blue and black. Luna's image appeared within the strand before it disappeared in a black wave. "I am proud of you all for accepting your feelings for Peter, and… I am sorry that I forced you to let him go. I only wish I could have talked with my sister before she left. Her strand is the only one that remains linked to the center. Now, all we can do is wait and-what?"

The alicorn's eyes widened at an unusual sight. A small flash of crimson materialized, flickering to life at the center of the Web. Twilight's image took form before a tiny strand hovered over her thread, maintaining its place close by without connecting. Suddenly, the strand morphed, sharing a color of crimson and violet. It eventually fused with the center of the Web, never losing its unique glow. Celestia stared at the strand for what seemed like minutes, and everypony in the room maintained their silence, their ruler's gaze too stern to penetrate.

"That's odd. I wonder what this means," Celestia murmured before her mouth fell agape. "By the stars! Twilight is…!" She heard the alarm sound in her voice before lowering her brow. "The image is unclear, meaning she has just conceived. This combination of magic can only mean one thing."

Rarity bit her lip, edging closer to the princess. "What? What is wrong with Twilight?"

Celestia was silent, adding to the unicorn's worry. "Nothing's _wrong_. I'm just… surprised."

Zecora stepped forward, her gaze locked on the Web of Life. "Created out of love, one life is now held within another. Twilight Sparkle… will soon be a mother."

Trixie's eyes widened. "Wait, Twilight's pregnant?!"

"It seems so, but it looks like Twilight has just now conceived. Considering this just happened, I doubt Twilight is even aware of it," Celestia calmly retorted, glancing off to the side. "It will probably take her a few weeks to notice. It depends on how different her biology is right now."

Rainbow Dash arched a brow. "Conceive? What does that mean?"

Trixie brushed a hoof over her cheek, feeling the temperature in her face rise. "I'll put it crudely. The seed has been planted, and the egg has just now begun to fertilize. Now it needs to properly plant itself before it can grow." Rainbow grimaced, her face as red as a tomato. Trixie sighed. "Yes. Exactly."

Rarity frowned. "How could they do this?! Did Twilight deliberately have intercourse during her cycle? That's careless!"

Sweetie Belle tilted her head to the side before poking Trixie in the side. "Trixie, what's intercourse?"

Trixie stiffened, her face scrunching. "I don't think I am the best pony to relay that sort of sensitive information to an innocent mind." The filly turned to Rainbow Dash, causing Trixie to wave her hooves defensively. "No! No! No! Don't ask her either."

Applejack shook her head. "This is Twilight we're talking about, Rares. She's not the pony to take unnecessary risks. Princess Celestia told us that they're… er… humans right now. That _is _what Pete used to be, right?"

Celestia nodded. "Yes, that is correct. It stands to reason that human biology is different from that of equines. Perhaps Twilight failed to take that into consideration, and Peter may have simply forgotten."

Derpy's ears perked. "Do you think we should write a letter to Twilight? Maybe, let her know what's happening?"

Without a hint of hesitation, Celestia shook her head. "That would not be wise. Twilight has enough on her mind as is. If she found out she was going to be a mother soon, I fear for those around her. She must find out on her own like every mother does for the first time: naturally. Fortunately, Twilight and everypony will have returned to Equestria by the time she starts experiencing the signs." The alicorn exhaled, whimpering under her breath. "Let us pray to the stars for their safe return."

* * *

><p><em>Seventy-Hours Remain...<em>

Twilight quietly sat in her chair, chewing as Peter and Logan chomped away viciously at their individual stacks of pancakes. Both men acted like savages, snarling at the other whenever one stole a treat from the other's plate. Twilight glanced off to the side, exhaling once she found Spike acting no differently with his own freshly baked collection of pancakes. May finally took a seat at the table next to Twilight, small beads of sweat having formed over her forehead. Despite her intense labor in the kitchen, the older woman could not contain her smile. Peter stopped to playfully poke Twilight's stuffed cheek, earning a blank glare from the girl and a giggle from his mother figure.

The young man gave the older woman a feverish nod of approval. "It still stands! Your cooking's the best, Aunt May!"

Twilight shook her head, waiting to calmly chew her food before responding. "I forgot you can be a total slob sometimes." The savory, rich taste filled her senses, causing the girl to sigh contently. While she had eaten pancakes before, these were of a higher quality; thick and fluffy, yet light and wholesome. It was almost as wonderful as cheesecake. Twilight grinned, instinctively slapping Peter's hand once it hovered too close to her plate. "Miss May, these are absolutely incredible."

May smiled, lifting a cup of coffee and holding it near her mouth. "Thank you, dear. Compliments like that make cooking worthwhile. This was fun, really. It reminds me of the days when I cooked for Ben and Peter."

Spike chuckled in between his chewing sessions. "Miss May! You should come back to Equestria with us! You can teach me and Twilight how to cook!"

Peter recoiled at the request, slamming his eyes shut. "I'd love for Aunt May to come back with us, Spike, but…" His eyes fell to the ground. "I mean, she has all that money to live happily now, and…"

"Shush, boy," May murmured, standing promptly from her chair. "I don't care about the money. This is the happiest I've been in four years." She made her way to Peter's seat, leaning down to wrap her arms around his head. Tears filled her eyes, yet May maintained a smile. She ran her fingers through his messy hair. "I guess… I'd rather be with you than have you disappear again. It'd do my heart good to see my nephew as a prince and knight." The older woman pulled away, keeping her hands on her nephew's shoulders. Her smile was beautiful, as earnest as ever. "Unless you _don't _want me to come back with you?"

Peter practically hopped from his seat, throwing his arms around May's waist. "Of course I want you to come back with us. I'm just worried. You'll have to adjust. I mean, I changed when I made it to Equestria. You will, too... a lot. I just don't want to put you through any stress, Aunt May." He turned to share a glance with Twilight. "Plus, I'm not sure if you'll like what we turn into."

May frowned for a second, but she soon smirked. "I already know the truth, Peter. I had your friend, Princess Luna, show me what Equestrians really looked like. I know Twilight's really a pony." She poked Peter's nose. "I know you are, too. I just wished you told me from the get-go."

Peter scoffed. "Oh, sure. Hey, Aunt May. I'm in love with a unicorn! That sounds rational, right?"

Her finger flew, swatting the tip of his nose. Peter grumbled as he held a hand over the lower half of his face, and May shook her head, bemused. "Don't sass-talk me."

Spike cleared his throat. "Technically, Twilight's an alicorn now, so…"

Peter blankly stared at the dragon. "Shut up, Spike."

Twilight tilted her head to the side. "So, you're okay with… us?"

May's eyes widened before her smile widened. "Of course, I am. You're probably the sweetest girl I've ever met. You're so intelligent, too." The older woman grinned. "And my Peter loves you. If he is this happy, I'm not going to complain once."

Twilight stood, squeaking once May embraced her. Peter's aunt was very affectionate, but the princess didn't mind, smiling widely. "Thank you. You can stay with us in the castle. That'll give you time to adjust to your new body as well as privacy. We can talk with Princess Celestia about making you a citizen over time."

"You two are amazing. Thank you for giving this old woman a wish," May sweetly replied, patting Twilight and Peter over the shoulder. "Is there anything I should pack?"

Peter shook his head. "Not really. You'll be starting over, but if there's anything you _do _want to take back, talk to Princess Luna. She'll make the arrangements for you."

May nodded. "Okay." As if a realization had occurred, the woman walked over to the kitchen counter where her purse rested and retrieved a small box from within before handing it to her nephew. "I managed to take care of that certain thing for you. I can honestly say it looks perfect."

Twilight arched a brow, but before she could respond, Peter planted a kiss on the older woman's cheek and walked out of the room. "Thanks, Aunt May. I'll go put the finishing touches on it right now."

Twilight turned to May. "Finishing touches? To what?"

"That's a surprise, dear," May chuckled, finally turning her attention to her untouched plate. She took her seat, and with some hesitance, Twilight followed her example. As they resumed eating, May smiled, stealing a glance of the girl from the corner of her eye. "_You'll love what Peter got for you. I promise."_

After a few moments, Spike raised his head and turned to Twilight. "Oh, yeah. I almost forgot to ask. I kept hearing a lot of noises coming from your room last night. Why was the bed creaking so much?"

Twilight's entire complexion flushed to a hot shade of crimson, and it worsened once May's knowing stare and Logan's amused smirk landed on the young girl. Twilight stammered, her quivering hand struggling to maintain possession of her fork. The pressure was too great. Twilight hastily made her retreat, stumbling over everything in her path. Logan's stoic demeanor broke, the gruff man bursting into laughter. May sighed, continuing to eat despite the heavy blush that filled her cheeks.

Spike scratched the side of his head, befuddled. "What? It sounded like they were having _some_ kind of fight. It sounded like Peter was winning, too."

Logan couldn't stop himself from guffawing, snorting in between breaths. "Kid…" he started, earning a glare from May. Logan cleared his throat, unable to suppress his laughter completely, but he waved his hand dismissively. "I'll tell you when you're older."

* * *

><p><em>Sixty-Hours Remain...<em>

Luna's brow twitched involuntarily as her hands trailed over Peter's smooth back. "The moment I leave your side, you choose to engage King Sombra. Must you act so reckless?"

The energy glowing from the woman's fingers channeled through the young man's body. While Luna's demeanor and expression remained as stoic as ever, her mind was lost in a flutter, drifting like an autumn leaf lost in the wind. She withheld from doing anything unprofessional despite her heart's pleas to do otherwise. Peter sat shirtless with his legs crossed and arms drooped over his knees, revealing his defined, chiseled physique. Luna shook her head. This was most unbearable, and she hated having these provoking thoughts probing at her will. It was not fitting for a warrior, the Princess of the Moon, to feel so childish and feral. Her breathing grew shallow.

Peter tortured her immensely, inadvertently nonetheless. The princess sighed, directing her royal blue gaze to Twilight and the sword she continued to analyze. A sudden agitation surfaced, forcing the princess of the moon to bite down on her lip. Luna envied Twilight Sparkle for holding the only gem in the universe she ever wanted. The woman's eyes widened before she shook her head. She had just referred to Peter as a gem. This was too much. She could not possibly have fallen so low that she desired to be with a fool, one taken by a dear friend at that. The fates were cruel, and Luna begged to strike them down for teasing her.

Exhaling and grumbling under her breath, Luna cleared her throat. "The Equestrian Saber. I have not seen that blade in eons." Her tone was forced, riddled with irritation. Luna's brow lowered further, freeing her gaze from Twilight and settling it on Peter. He peered back from the corner of his eye. Luna sighed lowly. That seemed to have helped her agitation a bit, the knight's beautiful hazel gaze sending a sense of warmth through the center of her chest. Luna had not realized she was caressing the muscles on Peter's back. Fortunately, he hadn't either. "With proper tutelage, you can use it to turn the tide of battle in our favor, Peter."

Logan stood with his arms crossed, leaning against the side of the wall. "It looks like a normal sword to me. What's so special about it?"

Twilight ran her fingers over the cold steel. "The Equestrian Saber is a legendary item on our world, believed to be the only weapon that can rival _Ignus Solaris_."

Logan arched a brow. "The heck's that?"

Peter shuddered, unknowingly causing Luna to flinch. "It's a glaive made out of fire. That thing gave me third degree burns. True story." The young man closed his eyes. "So, that sword can go up against Princess Celestia's weapon? That's pretty cool. At least I don't have to worry about punching fire again."

Luna inhaled sharply, unaware her cheeks were burning to a shade of crimson once her hand fell over Peter's solid abdomen. She prayed to the stars for strength. "The blade is forged with Griffon steel and bonded with the crystals of the Ancient Empire, giving it unmatched magical power and an unbreakable edge. It reacts to the willpower and magical signature of its wielder." She alternated her gaze between the saber and the disappearing wounds on Peter's body. "You must not judge the sword by its current appearance. If Peter had the ability to access his Equestrian magic, you could bear witness to the saber's true form. It glows like a beam of light and possesses several abilities..."

Peter's face beamed, his eyes sparkling. "Whoa! It sounds like a lightsaber! Cool! I'm going to be a Jedi soon!"

Twilight shook her head, exhaling. "Peter. What have I told you about that?"

"Join me, and together we could rule the galaxy. Twilight. I… am your father," Peter declared, holding his voice as low as possible. Twilight's hand struck the back of his head, causing the young man to whimper. "Girls these days are so mean."

"There seems to be something blocking access to your magic, Peter," Luna murmured, her eyes glowing before returning to normal. "I will attempt to clear it over the course of the next few days."

Logan pulled up a chair, sitting in it backwards. "How fast can you get Parker back on his feet? I haven't heard from Fury or Cap's team since they left for that mission the other day. We might be in for some bad news."

Spike tilted his head to the side. "Do you think Osborn may have them?"

Logan growled. "Worst case scenario, I'd say yeah. We're already short-handed, and I can't get a hold of anyone. Fury. The Avengers. The X-Men. We're in trouble, and we need to check things out soon. To do that, we'll need everyone."

Luna was slow to respond. "My friend's recovery should be complete within two days. Sunset Shimmer will have returned by then as well. We will need her guidance if we plan to infiltrate Oscorp."

Logan scowled, cracking the knuckles in each of his hands. "Are we really going to trust her? What's stopping her from backstabbing us?"

Peter shrugged. "I know what you mean, but everyone deserves at least one second chance, right? Besides, you just said that we're losing heroes. We _have _to take a chance, and that starts with a leap of faith."

Luna smiled. "A true optimist."

Logan huffed a response, but the man shook his head in defeated fashion. "I don't like this, but I won't make a fuss. I also started off as your enemy, Webhead, but if she tries anything, gutting her is still an option." _Snikt!_ Wolverine's claws rose from his knuckles. "Got me?"

Peter smiled. "Loud and clear, Mister Personality." Luna ceased her actions, sighing deeply before stepping away from the knight. Peter slid his shirt over his body. "After the way Osborn screwed with Shimmer's head and sent her to die, I doubt she'll be in a hurry to join back with him. Unless Sunset's a masochist and gets off on that sort of thing, we should try trusting her."

"Trust me. I can vouch for Shimmer when I say she didn't want the Goblin screwing with her head," a feminine voice declared, prompting everyone to turn their head in its direction. Felicia walked into the room, the black latex hugging her body tightly. Unmasked, she took a seat across from Peter, inadvertently cutting Twilight from his line of sight. The woman paused, giving the young man a sultry smile before brushing a strand of her snow white locks from her cleavage to behind her ear. She licked her lower lip playfully. "Long time no see, Spider. Did you miss me?"

Peter scratched the back of his head sheepishly. "More or less." A small chill ran across his spine, causing him to shiver. Peter edged his head to the side, finding Twilight with a venomous glare aimed in his direction. Unbeknownst to the young man, Luna bore a scowl as well, a small vein throbbing over her temple. "Awkward…" he whined. Desperate to quell any hostile intent, Peter cleared his throat forcefully. "Right. Well. Walloping web-snappers."

Spike turned, baffled. "Huh?"

Peter sat up and stretched, giving Twilight time to take a seat behind his position. "You said Shimmer didn't like what Osborn was doing to her? How could you tell, Felicia?"

Felicia placed a claw against her chin. "It was pretty easy to tell. Somehow, Shimmer was always able to resist Osborn's mind control. They said it had something to do with her magic. Goblin didn't like it when she fought back the first time."

Luna folded her arms over her breasts. "Only those with exceptional and peculiar magical signatures can resist Discord's power of influence. That was why Twilight Sparkle could not be affected by his chaotic nature… for the most part."

Twilight nodded. "That's why Osborn has a huge following right now. Magic is rare on this world, and most people can't resist his powers."

Resting her forehead in the palm of her hands, Felicia shuddered involuntarily. "Don't remind me. Can you imagine what it's like, hearing that bastard laugh as he rapes your will?" Sighing, the woman recollected herself and placed her elbow against the table. "Shimmer fought back so many times. Eventually, she gave up. She almost had to when the punishments grew more extreme by the day. That's probably why Osborn sent her on that suicide mission to fight you all, to make sure she could never resist him again." Felicia managed to smile. "I'm just glad you managed to save her. It's because of her that I was able to get away and follow Sombra. Shimmer knew my chances were better with you."

Luna turned her back to the group. "Indeed. We must work to ensure that this evil man's reign of terror is thwarted. I shall return with Sunset Shimmer."

After the princess disappeared in a flash of light, Logan tapped his finger against his arm. "I guess we have to wait this out then."

Twilight leaned her head against Peter's back, extending a hand. "As for now, that seems rational. Oscorp may be booby-trapped, so we'll have to be prepared." The girl groaned. "Once Princess Luna and Sunset Shimmer return, we can discuss a strategy."

Felicia arched a brow at the violet-haired girl before settling her gaze on Peter. "Who's the twerp?"

Peter braced himself, his eyes slamming shut as Twilight's head shot up. "Excuse me?"

Both women shot each other a glare, neither faltering. Peter hesitantly raised his hand and chuckled. "Hey, hey, hey! Ladies, let's be nice." Felicia scoffed while Twilight frowned, poking her tongue out once nobody was looking. Peter turned and wrapped an arm around his lover. "Felicia. This diminutive cutie is Twilight Sparkle. She's a princess from the world of Equestria, and she's my girlfriend." The latter was murmured cautiously after a subtle pause. The room fell silent, the only sound heard being Spike's breathing. Peter glanced off the side, sheepish. "Again. Awkward."

Felicia alternated her emerald gaze between the young man and the tiny girl by his side. "I see," she murmured, her voice low and apprehensive. However, the woman managed to smirk once Twilight clutched at Peter's arm. "You seem defensive. Did Spidey tell you about me?"

Twilight rolled her eyes. "I've heard enough. Consider me unimpressed."

Both women continued to glare each other down, trying to resist the urge to lash out. Peter stammered out, a part of himself begging to retreat while the other demanded to remain the wall that separated the unstoppable force and the immovable object. The young man averted his gaze for a second, shifting in the direction to his dragon compatriot, but it was for naught, as Spike had somehow snuck out of the room unnoticed. Peter cursed under his breath. Spike must have sensed the building hostility and made himself scarce. However, as luck would have it, Logan remained in place, his expression gruff and humorless.

Peter gulped. "Logan? A little help?"

Wolverine only chuckled. "Tread lightly, bub. Tread _lightly_."

Peter sighed, exasperated. He needed a better wingman.

* * *

><p><em>Twenty-Two Days Remain until the portal closes...<em>

_Forty-Eight Hours Remain..._

Peter raised his head, freeing his gaze from the book in his hands. Twilight took a place in the bed behind him, her breasts pressing against the young man's back. The princess was silent, unusually so, and Peter could only sigh, seeing as how the girl had been like this since talking with her boyfriend's old flame. It was awkward but inevitable. Peter maintained his silence, refusing to give Twilight any more ammo than she had already acquired. However, his posture lightened once the girl leaned forward and gently kissed his cheek, holding her position for several seconds.

Peter's face practically burned. His gaze softened as Twilight's arms wrapped around one of his own, clinging to it somewhat possessively. "You want to talk about it?" he asked, his voice soft and lacking any humor.

Twilight shook her head before resting it against Peter's shoulder. "Not really. Don't worry. I'm in a much better mood than I was earlier. I just have to tolerate Felicia for a while. That's all. Is she always so…" she trailed off, struggling to find the right word without sounding offensive, "flirty?"

"Afraid so," Peter deadpanned, shrugging his shoulders haplessly before leaning enough to plant a kiss on the girl's crown. "Felicia has her quirks, but she's a good person deep down. I'm sure you two will become friends eventually."

Twilight huffed, her enthusiasm sorely lacking. "Peter. Do you mind if I ask you something personal?" Her request was sudden, as if it had been withheld for a while. After Peter hummed, Twilight continued, rubbing his arms affectionately. "I remember you told me that things didn't quite work out between yourself and Felicia. It's just… Why? She's very attractive, and-" Twilight stopped once a desolate sigh escaped from Peter's mouth. She chided herself. It was a personal question. This reaction was surely expected. It certainly explained why Peter tended to avoid discussions regarding Felicia. Twilight shook her head apologetically. "I'm sorry. I didn't mean to pry. It was wrong for me to ask."

Peter's hand fell over Twilight's. It was saddened, but the young man managed to smile. "It's okay. I wasn't offended or anything. I was just thinking back to those days. My luck has always been bad when it came to women. It was a few things that kept us apart. I was the stupid hero, and Felicia was the on again, off again thief, but the key factor is a bit more personal." He lifted his gaze, holding it toward the ceiling. "Gwen loved Peter Parker, but she hated Spider-Man. Well, Felicia was the exact opposite." His shoulders fell in a slump. "Black Cat's adventurous, and she hated the idea of dating a below average guy. As long as I wore the mask, I was special. Without it, I was boring. Simple as that. When I tried to talk to Felicia about it, she left. It was for the best. Not too long after that, I started dating Gwen, but you know how _that _turned out."

Twilight shook her head disapprovingly. "That's horrible. I'm sorry, Peter." Her fingers dug into her skirt, creating a new set of wrinkles, and the girl rocked in place, gritting her teeth. "That bothers me. Why is it that people are so quick to ostracize you just because of your costume? Peter Parker is Spider-Man. There's no difference. You may act like there is, but there isn't. You're responsible, kind, caring, and selfless. I see one person, and that's the pony I fell in love with." She folded her arms, turning her glare to the side. "She's so stupid."

Peter's lips curled into a smile. "You dork. You don't have to put yourself in my shoes that much." He pulled the girl into his lap, resting his face against Twilight's collarbone. "That's why I love you. You were the first who accepted both sides of me. Plus, you have the cutest reactions, even when you hit me." His hot breath brushed over her skin, causing the princess to shiver involuntarily. Peter raised his head until his lips found Twilight's. The kiss was brief, yet its affection rivaled many of their others. "Thanks for reminding me that it's okay for me to be myself. You have no idea how much you mean to me, Twilight. You're always supporting me. I don't think I'll ever be able to fully repay your love, but with your permission, I'd like to try."

Twilight's lips quivered into a smile. Peter's words always reached her. She cursed her frailty as the urge to cry grew, but the princess managed to recollect herself. "I love you," Twilight whispered, her voice choked. "You have my permission, but honestly, you're doing just fine. I know how much you care."

Peter chuckled under his breath before reaching behind his position, retrieving a small, slender box. "Then, I guess I can give you this without feeling like a chump."

Twilight stammered as she hesitantly accepted the gift, her cheeks flushing. "Oh, Peter. You didn't have to get me anything." She paused, sharing a glance with her prince. "May I?" Peter nodded, prompting the princess to free the lid from the box. Her eyes shot open at the golden prize inside. Its surface was smooth, polished to perfection. Twilight's mouth fell agape while her fingers slid under the sparkling chain before lifting the trinket, allowing the heart-shaped locket to gently hang in her grasp. The heart was opened, revealing a small picture inside of Peter hugging Twilight with a mischievous grin while she giggled. Her tears resurfaced, pouring from the corners of her eyes. She managed to slide the chain around her neck, but she refused to let go of the locket. "By the stars... It's beautiful."

"It's not as beautiful as you," Peter declared, brushing away the girl's tears with a finger. "You can call this a symbol of how I feel. You're always in my heart, and I hope I can keep a place in yours, too."

He was barely able to finish his statement, Twilight's arms flying around Peter's neck. Between sobs of joy, the princess tightened her grip and buried her face into the crook of her lover's neck. "I'm never letting you go. Ever."

The young man chuckled, managing to lift the girl bridal style, and they made their way to a standing position, Peter keeping one hand on Twilight's back and the other on her side. The princess giggled, standing on the tip of her toes to keep her lips pressed against her boyfriend's. Twilight ran her fingers against his strong arms, earning a small smile from the young man. He tightened his hold, Twilight stifling a giggle as Peter's finger tickled her skin under the silk of her nightgown. It was perfect, despite their considerable height difference. Twilight longed to stay like this.

They remained like that, embracing the other with nothing held back. Outside the bedroom door, the lonely Princess and Keeper of the Night sobbed silently.

* * *

><p><em>Twenty-One Days Remain until the portal closes...<em>

_Twenty-Four Hours Remain..._

Sunset Shimmer stood over the table, trailing her fingers along the projection at the center. "Here's the security layout for Oscorp. The place is huge, and it's easy to fall into a trap." She drew two lines, both going in separate directions. "These are the safest paths to take. We'll have to deal with some resistance, but I'm confident that you lot are competent enough to deal with a few drones."

Peter placed his hands on his hips. "So, what's in Oscorp? It's such a bad idea to go into the main bad guy's base without a good reason. Don't tell me we're going to change his interior decorating? I bet Oscorp is so gloomy. I know the best place he can go to buy some curtains." He paused, straightening the circuits in the crimson pieces of armor on the table. Peter placed the helmet down, handing it over to Twilight. "Which do you prefer? Silk or lace?"

Shimmer blankly stared at the young man. "Does any part of your body beside your mouth work?" Exhaling, the girl returned her gaze to the map. "Besides, this isn't Osborn's base. He moved to another location before he wiped my memory. I just remembered there were a few things he left in Oscorp. Blueprints. Schematics. I figured we can find something of the sort there and use it to our advantage." Shimmer tapped one finger against a spot on the map. "I remember there were schematics about Discord here." She paused, poking at an area on the opposite side of the map. "There was something here. I can't remember what, but Osborn was pretty secretive about it. I figured it might be important enough to investigate."

Luna unfolded her arms and approached the projection. "It is risky, but it appears we will have to break off into two teams to save time."

Shimmer nodded. "That's a good idea. We'll have to split up after we break into the place and deal with the security. If I recall, the worst thing we'll have to deal with is the Sinister Six. After that, the rest should be easy."

Peter huffed, throwing his hands into the air. "Oh, those guys again? I thought Osborn took them out, especially Doc Ock."

Shimmer slammed her eyes shut as her hand clutched at her throbbing cranium. She growled, shaking her head dismayingly. "Sorry. Osborn really messed with my head. I can't remember who he chose exactly, but I _do _know the Sinister Six have a new leader."

Peter shrugged, patting the girl over the shoulder. "It's fine. You see one Sinister Six group, you've seen them all. Since there are seven of us, we'll be able to take them out and split up after." Shimmer huffed a response, managing to hold a ghost of a smile. Peter turned to face the rest of the group. "Two teams, huh? How about we send Wolverine, Shimmer, Black Cat, and Spike after the Discord schematics? I bet security will be a bit hectic there. Luna, Twilight, and I can go after the other thing, just in case it's a bust. It'll give me a chance to try out my new armor."

Felicia grinned. "Since when did _you _become Mr. Take Charge?"

Shimmer cupped her chin in the palm of her hand. "It's a good idea. I'll be able to access the hard drives. Osborn didn't wipe _all _of my memories. Once I'm in, I'll be able to send the other teams any information I find."

Logan unsheathed his claws aggressively. "Bout time we got rolling. I've been aching to bust somebody up."

"How about we leave first thing in the morning?" Twilight inquired, earning an affirmative nod from everyone in the room. Her mouth hung open, letting out a low yawn. Twilight brushed her forearm over her eyes and slowly made her way out of the room. "I'm tired. I'll see you all in the morning."

Black Cat raised a brow, stealing a glance at the clock across the room. "It's not even noon, and she's calling it in already?"

Peter scratched his cheek. "Yeah. Twilight almost never takes naps. I hope she's okay..."

Logan shrugged. "Kid's probably nervous. It's nothing to worry about."

Spike chuckled. "Either that, or she's becoming as lazy as Peter."

Peter rolled his eyes. "Shut up, Spike."

* * *

><p><em>Twenty Days Remain until the portal closes…<em>

_Three Hours Remain…_

Twilight stopped in her tracks. She hunched over, taking in deep breaths. Suddenly, she felt fatigued, whimpering. Small aches ran through her back, and a few throbs pulsated through her cranium. She leaned against the wall, stealing a glance at her cape. It didn't feel any heavier than usual. Twilight pressed her hand against her back and stretched, straining until a small pop escaped from her body. Perhaps she slept improperly or the bed springs were beginning to wear out. It might explain her headache. Twilight shook her head. Her pains weren't severe. If anything, they were just minor inconveniences. In any case, it was of little consequence. The others were waiting for her.

She had no time to worry about such small things.

_Two Hours Remain..._

Within the walls of Oscorp, dozens of metallic drones patrolled throughout the area. Suddenly, an explosion was heard behind an armored door. The drones reacted, moving with their guns drawn and aimed at the source. They waited as more explosions erupted. Eventually, the door was blown off its hinges, and smoke rushed into the room. Wolverine leapt from the cloud, soaring through the air before landing on one of the drones. He slammed his claws into its chest, impaling the robot. Others swarmed Wolverine, but he lifted the drone and tossed it into another, disassembling both mechs. He snarled before lashing out, slicing through every robot that neared him.

An emerald wave of fire burst into the room and engulfed several robots in its path, reducing the machines to smoldering heaps of circuitry and metal. Spike stomped into the room, swatting the nearest drone with his tail. Black Cat flipped from his back, landing between a pair of Osborn's robots. She slashed one across the face before wrapping her legs around its head. Using her momentum, Felicia hurled the drone into the air and into another. Before the robot could recover, Black Cat hopped and slammed her foot through its neck, severing its head from the body. Spider-Man and Twilight Sparkle ran into the room afterward, surveying the damage.

Black Cat sighed, kicking the robot's head across the room. "That was refreshing."

Twilight nodded. "No doubt more will be on the way."

Luna flew inside before landing next to Spider-Man. "We should hurry while we possess the element of surprise."

Felicia eyed Spider-Man intently. He wore new attire, a type of armor. A black spider insignia rested over his crimson chestplate, and he wore added protection in the form of gauntlets, shoulder pads, leg guards, thigh garments, and a helmet. It was slender and not confined. Black Cat stepped forward, smiling. "Nice armor, Spidey. When did you have the time to fix that up?"

Spider-Man held his hand out before brushing it over his chestplate. "I started making it after we met Tony and the others. He left me with JARVIS, and we've made good progress on this. But this is just the prototype. The real thing is still at the Sanctum Sanctorum. I like to call it 'Spider Armor'. It's just a little added protection for the old ribs." He chuckled, pointing at his girlfriend. "Twilight insisted I wear something to shield the injuries." He poked at the chestplate with his thumb. "Don't worry. I still have the classic red and blue threads on underneath this."

Black Cat folded her arms and exhaled. "You two sound like an old married couple. Besides. You looked better in black."

Twilight growled. "I'd rather be happily married than some shallow floozy."

Hissing, Black Cat stomped over and glared down at the girl. "Say that again, you sawed-off little-!"

Spider-Man stepped between both women before the situation could worsen, placing Twilight behind his back and directly facing Felicia himself. "Hey! Knock it off! We don't have time for that!"

Both women were silent, exchanging glares, but they conceded, walking in the opposite direction of each other. Spider-Man sighed, earning a sympathetic smile from Luna. Sunset Shimmer appeared in a flash of light, walking past her group. Her attire was dark, black with shades of violet and orange. Her top exposed her slender shoulders and abdomen, its cape hanging from her arms. She straightened the collar around her neck before retrieving a device from her pocket. Spider-Man and the others gathered around Sunset, each gazing at the two blips on the device's screen. However, before she could explain anything, the wall on the other side of the room split apart in a thunderous detonation.

Five individuals stepped from inside, slowly making their way to the group of intruders. Spider-Man stepped in front of Twilight before lowering his body into a defensive stance. The others followed suit. Wolverine snarled, unsheathing his claws with a _snikt_. Black Cat hissed, lowering her body into a near prowling stance. Twilight, Luna, and Shimmer extended their hands, allowing magic to emit from them brightly. As the five men closed the distance, Spider-Man's eyes widened, his mind recollecting their unique appearances.

"Electro, Kraven, Shocker, Vulture, and-" Spider-Man muttered, gasping at an unusual sight. A large, bulking mechanical beast stood with the men, a large horn on top of its muzzle. "Rhino? Oh, my God. What happened? You look like a Transformer now. Don't tell me Michael Bay gave you a makeover?" Twilight cleared her throat, prompting Spider-Man to shake his head. "Right. I'm counting only five of you. Unless you guys are the Fabulous Five now, where's the Six in your Sinister?"

Suddenly, someone jumped from behind Rhino's massive shoulders, landing clumsily with a katana in one hand and a pistol in the other. "It's about time I made my cameo appearance!" He bounced in place, ecstatic. "What do you think? The author said I could be a part of the story! He even gave me my own team. I like to call us 'Deadpool and his Inferior Friends!"

Spider-Man groaned. "Oh, God. It's you."

Deadpool straightened his mask and used the hilt of his sword to massage out the wedgie in his crimson attire. "Wait. I'm not supposed to tell you that. Uh, how did it go again? Ah, that's right. Osborn couldn't control my mind and whatever. Heh! It's a total rat nest up there! I should know, I built it! Anyway, Gobbie's paying me to keep you goody-two-shoe wimps out of his place." Deadpool jumped into the air, performing a split before dancing in place. "Come on! If I do a good job, I'll have a spot in the sequel story! That'd be awesome! I fricken' love Friendship is Magic! Pinkie Pie is best pony by the way! We can be BFFS!"

Twilight held her hand out, slack-jawed. "Who _is _this guy?!" The girl groaned. "He makes less sense than you, Spider-Man."

Luna furrowed her brow. "How… does he know about Pinkie Pie?"

Spike and Twilight stopped, sharing a befuddled glance before raising a brow at the costumed man. "How _does _he know Pinkie Pie?"

Wolverine growled. "That's Deadpool. He's off his rocker, but he's one hell of an assassin. Don't get too close to him."

Deadpool pointed his katana at Wolverine. "Short and short on deodorant is a _really_ bad combination, Stabby."

Spider-Man clenched his fists. "I'll handle Deadpool! You guys take care of the others!"

Nodding, Deadpool spun before retrieving his second katana. "I'm gonna rough you up like a Broadway Musical! Fine! It's time for a little _cliffhanger_, suckers!"

_**To be continued...**_


	53. Darkest Before the Dawn, Part II

_**Chapter Fifty-Three "Darkest Before the Dawn, Part II"**_

_**Twenty Days Remain until the portal closes…**_

_**Two Hours Remain…**_

Rhino surged ahead of the group and Spike rushed to meet him in a head-on collision. They slammed together, but Rhino had more than enough momentum and leverage to send Spike crashing through a stone wall. Both titans fell into the street, forcing their way back to a standing position. Rhino lifted a car high over its head and slammed it over Spike's body numerous times, continuing until the vehicle was reduced to a crumbled heap. Dazed, the dragon couldn't react as the machine ripped a streetlight from the ground and swung it into his face, sending Spike hurtling across the road and into a truck.

Luna had gained altitude while Peter had been talking in preparation for the coming fight. When Electro shot towards the woman, Luna raised her hand and fired a magical beam at the blue being. Electro's body released a wave of electricity, canceling out the incoming attack, and he quickly flew through the opening Rhino made, forcing Luna to pursue. The princess spun at the last second to avoid a bolt of electricity before landing on her feet. The electricity around Electro's body spread out, causing several lights to explode around him. Luna frowned, folding her arms before levitating into the air. Electric bolts pierced through the sky, but a shield formed around the woman's body, deflecting each attack.

"You are living energy, are you not?" Luna calmly asked, holding her hand out. Electro froze, his eyes widening before his body dissipated. The electrical currents spiraled into an orb, hovering over the palm of Luna's hand. Electro's eyes appeared as the ball of energy glowed, and Luna gritted her teeth, the color in her eyes fading behind a bright light. "You are a fool. I shall banish you into the deep reaches of space! _BEGONE!_" Spinning around, the princess flung the orb into the sky. Moving at an incredible velocity, it rocketed through the clouds and sped through the atmosphere, disappearing far beyond what the eye could see. Luna scoffed. "You will never hurt Peter as long as I draw breath. Be certain of that."

Luna's eyebrows shot up as she disappeared in a flash of light. Rhino was too intent on trying to smash Spike's skull in to realize that Luna had suddenly appeared behind him. The raised fists that were trying to crush Spike's skull were quickly enveloped in Luna's magic, trapping Rhino. Spike's world had stopped spinning so he rose to his feet, snarling before unleashing a wave of emerald flames. The fire melted through Rhino's armor, but the machine continued to fight, stomping ahead. Spike slammed his claws into its head, and Luna followed, piercing the machine's chestplate with a magical bolt of energy. Rhino collapsed in a pile of twitching metal.

Kraven, with two machetes in hand, sprinted forward before flipping over Wolverine's head. Upon landing, the man slashed, but Logan used his claws to parry the blades. Kraven followed with a thrust, forcing the X-Man to catch the machete between the claws of his free hand. The hunter delivered a kick into Logan's abdomen, knocking the mutant back. Kraven sheathed one of his blades and reached into his pouch, tossing a ball at his opponent.

The orb expanded, taking the form of a steel net, but Wolverine sliced through the trap before it could even hope to ensnare him. Kraven closed the distance in a flash with a wide slash, but Logan stepped back, narrowly avoiding the blade as it sliced into his cheek. Blood dripped from his face and fell onto the floor, but the wound mended itself, healing as if nothing had occurred.

Kraven smirked, licking the blood from his blade. "I have been dreaming of this opportunity. To hunt the legendary Wolverine!"

"Yeah? Well, keep dreaming!" Logan snarled, retracting his claws before slamming the back of his hand against Kraven's forehead. Wolverine reached out and snatched the hunter by the collar before headbutting the bridge of the man's nose. Kraven staggered, unable to react as Wolverine finished his attack with a straight punch. Dropping to his knees, the hunter fell on his back, and Logan stood over his unconscious frame, cracking his knuckles. "I'm the best there is at what I do."

Wolverine turned around, only for a vibrational blast to collide with his chest. Logan rolled across the floor, slamming through a stone wall before flying into a car. Shocker extended his arms, allowing his gauntlets to glow before sending out a second wave. Sunset Shimmer appeared in front of Wolverine in a flash of light, projecting a shield to block the attack, but the vibrations soon morphed into tremors, causing the girl's defense to burst. Before the attack could connect, Shimmer and Wolverine disappeared from sight. Sunset reappeared over her foe, slamming her feet into Shocker's chest, but her body quaked, trembling profusely as vibrations rocked through her body.

Shimmer flew back, crashing through a wall of glass before rolling back to her feet. Wolverine shook his head, staggering back to a standing position. Luna scowled, extending her hand. Shocker paused, stammering as his body levitated off the ground. The princess held him in place, even while Shocker fired several vibrational waves in her direction. Flicking her wrist, the man was launched into a car, leaving a massive dent in its door. Shocker was pulled free, only to be sent flying into a streetlight. Luna pulled the criminal close, pausing to place her hands over his gauntlets. The devices broke apart, falling over the ground before Luna reared a fist back and slammed it against Shocker's jaw.

Dropping the man, Luna faced the others with her scowl still intact. "We are wasting time."

Vulture flew across the room, narrowly missing his targets as Black Cat flipped to the side and Twilight stumbled out of harm's way. The princess forced herself from the ground, vanishing out of sight before her flying opponent could circle back around. Vulture nose-dived toward Felicia, but she pounced onto the older man, perching herself on his shoulders in a piggyback fashion. Squawking defiantly, Vulture spun several times in a desperate attempt to free the woman from his being, but Felicia held on by digging her claws into the man's body. Losing control, the older man crashed into the street. Black Cat flipped from her position and landed safely before she could meet the ground as well.

Vulture groaned, peeking up to find the heroes surrounding his position. He prepared to stand, but Luna placed her foot over the back of his head, slamming the older man's face into the concrete with a vicious crack. She stood tall, paying no mind to the stares her cohorts were aiming in her direction. Luna lifted Vulture from the ground with her magic and tossed him over to where Rhino, Kraven, and Shocker laid. Twilight appeared next to the Princess of the Moon in a flash of light. Luna's demeanor stiffened, evident by her deepening glare, but her gaze softened, the woman letting out a disgruntled sigh.

"Princess Luna?" Twilight called out, placing a hand over the woman's shoulder. Luna's glare returned, prompting the girl to remove her hand. "Are you okay?"

Luna cleared her throat, walking past Twilight until her back faced the group. "It is nothing to concern yourself with."

Logan turned his gaze to the sky. "You must be pretty pissed to shoot someone out into space."

Luna snarled, her eyes glowing momentarily. "Mind your tongue, _dog_. Least you want to suffer the same fate!" Blinking, the woman shook her head. She walked past everyone, keeping her gaze away from her cohorts. "The being made of electricity will live and return under his own power. Eventually. I digress, where is Spider-Man?"

Twilight cringed at the harsh tone the princess carried, but she pointed at the entrance of Oscorp. "He's still inside fighting that lunatic. We should hurry and-" A fiery explosion erupted from inside of the building, its shockwave shattering every window in the vicinity. Slack-jawed, Twilight stared at the entrance. "What's going on in there?! Can't he do anything without getting into trouble?!"

Shimmer shook her head. "Doesn't matter. Let's hurry, before those idiots destroy what we came here for."

* * *

><p>"Hello! I'm the ghost of Christmas Kick Your Ass!" Deadpool cheered, throwing a series of slashes before shifting into an assault of thrusts with his swords, but Spider-Man's flexibility and Spider-Sense allowed him to duck underneath each attack and twist away from certain impalement. Deadpool flipped into the air, tossing a grenade at the vigilante's feet. "Pineapple surprise!" Spider-Man shot a strand of webbing across the room and slingshot himself to the wall before the device detonated and engulfed the immediate area in fire and shrapnel. Deadpool retrieved his handguns and fired maniacally, sending a barrage of bullets on Spider-Man's trail. "Bang! Bang, bang, bang! Bang, bang, bang, bang!"<p>

"Just because you shout doesn't mean it'll work!" Spider-Man yelled, hopping over the first wave of bullets. He slid underneath the second, managing to throw his weight into the air from his prone position before the third could connect. "Besides, if you're going to name your attacks, be more creative! 'Bang' doesn't grab people's attention." Spider-Man shot several balls of webbing onto the guns, ceasing their immediate fire. "Forget what I said. Naming your attacks is the lamest thing you could do! I tried telling Ryu and Chun Li that, but they didn't listen to me!"

Deadpool giggled, immediately screaming after Spider-Man's fist crashed into his jaw. He staggered back, rubbing the stinging sensation out of his face. "Ouchie! Painful Utterance!" Deadpool paused, shaking his head. "Yeah. You're right. Naming everything does sound stupid." Wade slapped the yellow button on his belt once Spider-Man was a few feet away, preparing to deliver another strike. "Bamf!" He vanished in a flash of light, appearing behind Peter with his swords drawn. "It's gutting time!"

'_That's even less creative. You're better off screaming Hadoken for the whole chapter.'_

'_Don't you mean Shoryuken?'_

Spider-Man skipped back, narrowly avoiding Deadpool's attack with each step. "Man. You're crazier than a soup sandwich. I think you need to take a little nap." Peter reached out, capturing Deadpool's wrists in his hands. Before the mercenary could react, Spider-Man snatched the swords from his grip and slammed them into the ground before twisting the handles, breaking the blades. "I know you're a mercenary and all, but you do know Osborn can't be trusted, right? He'll just betray you like he did Sunset Shimmer."

Deadpool vanished a second time once Spider-Man leapt over with a diving kick. "Oh, you mean the main villain from Equestria Girls? By the way. Hated it! It didn't have enough Pinkie."

'_Sunset Shimmer was just a carbon copy of Nightmare Moon anyway...'_

'_A high school alpha chick. How original. I'll still take her over Flash Sentry anyday. Or was it Brad? Eh! Doesn't matter!'_

'_That's only because she has boobs.'_

'_Very true.'_

Wade appeared with a machine gun in hand, forcing Spider-Man to dodge his fire. "Anyway, she's due for a heel-face turn. But enough about that, I see you're dating a little girl's happy dream pony! I wish I could too! Zoophilia is all the rage nowadays! I'm not judging you. I would totally do Pinkie. No, wait. You're a pony, so it's perfectly okay." A strand of webbing came into contact with the gun, expanding on impact. Deadpool discarded the gun, reached into his pocket, and tossed every grenade in his possession after Spider-Man. "Anyway, I totally support Parker x Sparkle! I just hope you don't make a deal with Mephisto like the 616 version of you did and trade your relationship for-! Wait! I'm not supposed to bring that up either!"

Spider-Man closed the gap, elbowing Wade once he was within range. "Okay. You've been rambling like crazy! Just what in the name of Odin's Beard are you talking about?!" Peter delivered a swift backhand and followed with a spin kick, sending Deadpool spinning across the floor. "Besides, what idiot would make a deal with the devil? Not me! That's for sure!"

'_Well, Quesada thought he would.'_

'_Speaking of which, does this mean I can ask Mary Jane out? I love me some redheads.'_

'_Sure. Why not? Twilight __**is **__the Mary Jane in this Spidey's life. That means the real Mary Jane is single.'_

'_Sweet. I always wanted to date a supermodel!'_

Deadpool hopped back to his feet, pressing the button of a small device in his hand. "Hey, Spidey! It's a _blast_ seeing you again!"

Spider-Man skidded to a halt, groaning at the blaring alarm going off in his head profusely. "An explosive-related quip? Really? We're sinking that low?!" A series of beeps echoed throughout the room, and small red flashes of light were spotted, scattered across the room. "You're putting me on the spot. How's this? It really _burns_ me up when you do stupid stuff like this-!" Peter managed to blurt out before explosions spread out, engulfing several areas in flames while some destroyed numerous support structures. Spider-Man hopped from the wall of the fire and slid into the manhole Deadpool had escaped into, tossing the mercenary out before running from approaching explosions. "You suck, Deadpool!"

Deadpool chuckled, aiming his guns once he rolled to a kneeling position. "Oh, come on, baby! You know you missed my _explosive _personality!"

'_God. This is just painful.'_

'_We'd make Arnold Schwarzenegger proud.'_

Spider-Man landed on the side wall, sprinting as Deadpool resumed fire. "Stop stealing my jokes! Bad puns are _my _thing! You just be as crazy and sporadic as possible!"

'_He's right. You're stepping out of your element. Just talk to us and the readers. You'll make a lot more sense then.'_

"My cameo's not going to last much longer! Let's step it up!" Deadpool shrieked, oblivious to the surrounding, spreading flames. Spider-Man stumbled, hopping from the ceiling once his sixth sense triggered. An explosion detonated, its shockwave sending him flying into the ground. The tremors in the room knocked Deadpool to the floor as well. Before long, the entire room shook, the floor giving way as it until it crumbled into chunks of marble. Deadpool's masked eyes widened as his feet sank into the floor. "Maybe I didn't think this through."

Spider-Man stood, only to fall with the floor as it collapsed. "You think?!"

'_I must admit. This __**is **__one of the dumbest things you've done. Healing factor or not.'_

'_It seemed like a good idea at the time.'_

The entire foundation of the room collapsed. Spider-Man and Deadpool fell, clinging to whatever objects they could find. Gravity proved too much of a match, evident by the massive array of falling chunks of stone and fire. Spider-Man landed on his feet, bouncing from a piece of stone to an airborne desk before flipping to the ground safely. Deadpool landed near his position, only for several large pieces of stone to crush his body underneath flaming rubble.

Peter cringed, feeling a small burning sensation eating at his back. He removed his armor, specifically his helmet and chestplate, and the young man groaned at the source of the problem. Pieces of burning shrapnel were imbedded into the back of the chest plate, no doubt coming from the last explosion. Spider-Man removed the last of his armor until he was only garbed in his classic red and blue attire. Deadpool pulled himself from the wreckage, his limbs popping and regenerating back into place.

"Well, there goes the prototype. I'll have to make some adjustments to the original design when I get back home," Peter droned, tossing the armor over his shoulder. Deadpool hopped, doing a split in midair before landing. Suddenly, the mercenary moonwalked to the other side of the room, and Spider-Man watched the sight with his masked eyes furrowed, not flinching as a piece of the ceiling and floor fell near his position. "Gee, Deadpool. You sure know how to bring down the house."

Deadpool shrugged, placing his hands into his pockets as he continued to moonwalk. "That's what makes my cameos the best!"

'_I'm curious. I should ask Spider-Man if ponies have boobies. With a harem like his, he should be swimming in jugs.'_

'_You've been thinking about this for a while.'_

'_So what if I have?!'_

'_Keep it T-rated, Wade. By the way, ponies have teats. You know. Crotchboobs."_

"_Kinky."_

"_Just ask Peter. He's plowed Twilight enough to make a kid at this point.'_

"Oh! Spidey! I hope you have a healthy baby!" Deadpool cheered, clapping his hands together happily.

"Huh?" Spider-Man tilted his head to the side.

"You'll find out in a few chapters! Anywho. Back to business! Of course, you realize this means war!" Deadpool barked, pressing the button on his belt, but an electrical short escaped from the device, causing it to explode. "Curses! Foiled again!" he managed to cough out as his body was sent hurtling into the air. Deadpool spiraled toward the ground, and Spider-Man, with nothing held back, drove his fist into the underside of Wade's jaw. The mercenary's head slammed into a piece of stone, and Deadpool collapsed, falling to the ground. "I still get paid though… right?"

Spider-Man shook his head, staring down at the unconscious mercenary. "Sorry, Wilson. We won't be seeing each other _ever _again." Peter turned, stopping in his tracks once he peeked up and found the others with their sight centered on him. Spider-Man alternated his gaze between Deadpool and his team, specifically Twilight, who shot a glare in his direction. "Whoa! _He _did it!"

Shimmer exhaled, tapping the watch over her wrist. "If you're done wasting time, climb up and let's get this mission started! Or else, do you want to draw more attention to yourself and blow this operation?" She faced Twilight, extending her hand with a bemused glare. "This is your boyfriend? How do you deal with someone like that?"

Twilight shrugged. "Spider-Man means well. He's just... haphazard in his approach."

Spider-Man sighed, placing his hands over his hips. "Why do I even try?"

Luna folded her arms before walking to the other side of the room. Twilight slowly followed her, pausing to wait for Spider-Man to join her side. Shimmer handed a device to the young man, who in turn offered it to his princess. Logan, Black Cat, and Spike approached a doorway adjacent to the one Luna and Twilight stood within.

Shimmer took Spider-Man by the hand, pulling him close until her mouth hovered next to his ear. "Keep in touch. Let's not stay here for too long."

Peter chuckled. "Concerned? I didn't know you cared."

Shimmer scoffed, allowing a smirk to form on her face. "Don't get your hopes up. I can't get my revenge on Osborn if you get half of our firepower killed." The expression on her face hardened, yet the concern in her blue eyes was apparent. "Seriously. Be careful, and keep an eye on Princess Luna. She seems on edge."

Spider-Man paused, stealing a glance at the princess of the night. "Luna? She seems normal to me, but I'll talk to her." He patted Shimmer on the shoulder before breaking away. "Don't be a stranger." Peter faced both princesses. "Autobots. Roll out." Twilight's hand was swift, striking the back of Spider-Man's cranium. Peter grumbled. "Fine. Miss Amazon and Little Dwarf…"

Twilight pouted, whining. "I am not short!"

Luna frowned, her brow furrowing. "I apologize for not understanding the reference."

Spider-Man chuckled, leading the way as both women followed. "If Wolverine is taller than you, then you're short. It's not a bad thing. And Luna. Amazon is a word describing a tall female warrior."

"Is it a compliment?" Luna asked, her gaze falling on the ground.

"I like tall girls, so yeah. It's a compliment- Ow!" Spider-Man chuckled before Twilight punched his arm. "I like short girls too, especially my shorty, short stack girlfriend- Ow!"

Twilight exhaled, rubbing the aches from her knuckles. "The sooner we turn back into ponies, the better. The short jokes are getting old really fast." The girl moaned, rubbing her fingers over her forehead. "How _did _I get so short? We were nearly the same height as ponies!"

Peter scratched the back of his head. "So you admit that you're short? Admittance is the first step to- Ow!"

As Twilight struck the back of Peter's head once more, Luna bit her lip, fully aware of the rising temperature in her cheeks. The compliment was silly, yet the princess felt a growing sense of warmth spreading through her. Her previous agitation seemed to have diminished, although some remained firmly intact. Luna followed, attempting to ignore her feelings, but the task was proving impossible, with the violet obstacle standing between her and true happiness. Folding her arms over her breasts, the princess closed her eyes and dropped the subject, at least for the immediate moment. She only wished her face would stop burning.

While the trio went down their respective paths, Shimmer's frown resurfaced, and the girl walked past her group, entering her doorway. "What are you losers gawking at? Stop standing around! Let's go!"

Wolverine was slow to follow, pausing to steal a glance at Spider-Man and the two women by his side. He sniffed the air, frowning. "Something doesn't smell right."

Shimmer rolled her eyes. "We're in the enemy base. Of course something stinks. Come on."

Logan growled, eventually succumbing to the girl's demand. "Right."

* * *

><p><em><strong>Thirty Minutes Remain...<strong>_

Shimmer led the way through the halls of the corporation, alternating her gaze from the path ahead to the device on her wrist. "We're almost there." Eventually, the group stepped before a large double door, its height matching Spike's. Sunset Shimmer furrowed her brow as she scanned the door, and her eyes widened once she found a numeric pad on the side. The girl typed a combination into the lock, only for the door to reject her request with a buzz. Shimmer kicked the door, exasperated. "Typical. They changed the password." Taking a knee, Shimmer pried the pad from the wall with her magic and untangled a set of cords within. "I can hack the system. Just give me a few minutes."

_Snikt!_ Wolverine unsheathed his claws and approached the sealed door. "We ain't got a few minutes." Logan drove his claws through the steel, slicing away until an opening was made. He stuck his head inside, pausing to sniff the area before giving Sunset an affirming nod. "Room's clear."

Shimmer slowly made her way back to a standing position. "Well, well. I am impressed." Logan entered the room first, prompting Sunset to face Felicia and Spike. "Cover the door. We'll be right back." The dragon and woman nodded, allowing Shimmer to follow Wolverine inside. The room was wide, countless machines scattered throughout, but one in particular stood out, placed near the corner of the area. Shimmer vanished, reappearing in a flash of light in the seat near the computer. "The files should be here. Watch my back." Wolverine merely nodded, standing a few feet behind the girl with his back facing her. Her fingers pecked away at the keyboard. "Hey, Wolverine. There's something I wanted to ask you."

The request was sudden yet softly delivered. Logan stole a glance from the corner of his eye without turning around, finding Shimmer never averted her gaze from the computer screen. "What is it, kid?"

Shimmer was slow to respond, perhaps for several reasons. Lines of text filled the screen before a new window appeared. "Why are you trusting me? I could be leading you into a trap."

Wolverine folded his arms over his chest. "It wasn't my decision. Spider-Man felt you deserved a second chance. I'm just going with what he wanted."

"Is that right? Well, whatever," Sunset declared, her tone condescending. "That idiot should be careful. Not everyone deserves a second chance."

Wolverine huffed. "Are you one of those people?"

Sunset glanced off to the side.

* * *

><p><em>Shimmer stood clamped in irons, refusing to free her gaze from the ground. The room was small and dark, no light able to enter due to the lack of windows. Not even the presence of the Sun Princess could lift the sense of dread from the room, sadness filling her light violet irises. This was a trial, one of the utmost importance. Sunset Shimmer had committed several crimes. She stole royal property, aided a felon, attacked two members of the High Council, threatened the livelihood of two worlds, and performed high levels of magic without consent.<em>

_These alone were worthy of exile or lifetime imprisonment, but what stood out the most for Sunset Shimmer, at least in her humble opinion, was the betrayal of her teacher's trust. The mare sighed, a great weight pulling at the center of her chest. It was painful, empty yet immense. Somberness plagued her features. She deserved the worst punishment. All Shimmer could do was wait for Princess Celestia's verdict._

_Celestia stood over the mare, her tall figure overshadowing that of her former pupil's. "Sunset Shimmer."_

_Shimmer closed her eyes and huffed. "I know what I did. If you're going to punish me, get it over with." Her tone was harsh, repelling. "I have nothing to say to you."_

_Celestia bit her lip, recoiling at Sunset's demeaning response. "I do not wish to punish you. I want to understand you. What drove you to commit these crimes?"_

"_Does it matter? I made a deal with a psychopath and paid the price. I underestimated his power. What's done is done," Sunset scoffed, glaring at the ground._

_Celestia frowned, shaking her head. "Of course it matters. Don't throw your life away. In spite of what you may think, I never stopped caring for you. You were my prized student, but more importantly, you were the daughter I never had. Even now, I am disregarding my professionalism and following my heart. I am desperate to make amends with you." She lowered her head until they were a couple of hoof-lengths apart. "Why do you hate me?"_

_Those words ignited something within Sunset Shimmer. Some time ago, it would have been anger or frustration gnawing away inside of her. Now, though, she felt sorrow and guilt. Osborn had taken away all of her hatred. Nothing could ever compare to the countless beatings or the mental scarring that monster inflicted upon her physical and spiritual being. Shimmer felt a soreness spread throughout her chest. She had suppressed these accursed feelings for years. Her eyes filled with fresh tears. She could finally find closure, but Shimmer gritted her teeth, shaking her head defiantly. She couldn't bring herself to do something like that. Not yet._

"_Don't give me that!" Shimmer cried out, slamming her hoof into the ground. "I was never good enough for you! I worked so hard, but it was never enough! You refused to make me a princess and turn me into an alicorn!" The mare lifted her head and finally met Celestia's gaze with a tear-stained face. "You always promised that we were friends, but you kicked me out of the school! Oh, and you didn't waste any time __**replacing**_ _me! I was never your friend! I was __**expendable**__!" She whined, choking on her voice. "You made your new apprentice a princess and an alicorn. What's worse? You even made an outsider a member of the High Council before even considering me as an option! What do they have that I don't?! You hated __**me**__, and you still do!"_

"_Enough!" Celestia bellowed, her voice bouncing off of the walls. Shimmer cringed, her gaze shamefully returning to the ground. The alicorn was slow to continue, pausing to level her breathing. "Sunset, why do you not understand? I was proud of you. You were my best student, but it wasn't for your skills or power. I was proud because you were an exceptional pony, but you grew arrogant and forgot my teachings. You disregarded my authority and looked down on everypony around you." _

_Celestia backed away and stared at the ceiling. "I didn't turn Twilight into an alicorn. Anypony can ascend under their own power, but only if their heart has become truly worthy of it. You have always failed to understand that. That's why I couldn't bring myself to make you a princess. You weren't ready. You were too power-hungry and selfish. As long as your heart is filled with such negativity, you will never transform into an alicorn. The choice to ascend is neither your decision nor mine. Only your heart can decide for you."_

_Shimmer's brow lowered. "My heart. So, I have been blaming you for nothing the entire time. It's always been my own fault." The mare's hoof trembled. "How could I have been so stubborn and refuse to see what was going on?"_

_Celestia gritted her teeth, desperate to keep her spiraling emotions under control, but tears rolled down her cheeks, dripping from her chin. "You reminded me of my greatest mistake. I didn't want to fail you like I did with her. I meant only to suspend you from the school temporarily, but you never gave me a chance to talk with you about it. I wanted you to learn what it meant to use your power selflessly, to treat everypony as an equal despite your change in status. That is the difference between yourself, Twilight Sparkle, and Peter Parker. They understand what it means to use their power responsibly without forsaking those closest to them." _

_Celestia paused, managing to hold eye contact with Shimmer. "I know as long as they have each other and cherish their friendship with everypony around them, I will never have to worry about them losing sight of what's important."_

_Sunset Shimmer frowned, glancing off to the side. "Of what's important..."_

_Celestia nodded. "Yes. It is my fault. I made the same mistake with you that I nearly made with Twilight. I had you focus more on your studies and waited too late to have you socialize with others. Twilight is still learning about friendship to this day. It's not too late for you, Sunset."_

_Celestia watched the mare with a calculating glare. Those mere seconds felt like hours, lost in an eternal river. Shimmer wanted to understand her teacher, to ask what she meant exactly, but she was not in a position to speak. These were not the days of old. They were not teacher and student anymore. However, the chains on Sunset Shimmer's body glowed before suddenly falling to the ground. Celestia's horn emitted a bright light, causing magical energy to envelope her former student's being._

"_Return to Earth and observe Twilight and Peter. In time, I believe the answer will come to you, and you may begin to understand what I'm trying to teach you," Celestia warmly stated, her pouring tears somehow matching her earnest smile. "We will continue your trial once you return. Aid them. Help everypony cleanse the world of the evil Norman Osborn has wrought." The alicorn sniffed, her bloodshot eyes never leaving Shimmer's gaze. "I hope that one day you will forgive me, Sunset. May the stars guide you back to Equestria safely." Shimmer's vision was compromised, the surrounding light too great to see through. Yet, her ears perked and heart wrenched, Celestia's wavering sobs heard as vividly as the thoughts in her head. "I'm sorry..."_

_The pain in Shimmer's chest was too great to ignore. The journey to Earth was long. Sunset slammed her eyes shut and cradled against the light, sobbing. "I'm sorry, too..."_

_She could never forgive herself._

* * *

><p>"After the way I hurt my first best friend? No. I don't," Shimmer murmured below the hint of a whisper, inaudible to Wolverine's ears. Before she could go further, the computer chimed, its screen brightening. Shimmer opened the window, a confident smirk forming on her face. "Perfect. I found the Discord schematics. I'm downloading them now." She continued to type, in turn causing two new windows to appear. Shimmer opened the first, her eyes widening. "Whoa. I had no idea <em>these<em> schematics were here. Maybe we can use this to our advantage as well."

The files downloaded successfully, leaving Shimmer with one file to investigate. Brushing a strand of her crimson locks behind her ear, the girl opened the window and scanned through the page. The information filled the screen, and Sunset involuntarily inhaled sharply, staring at the computer with her mouth agape.

"By the stars! This is-!" Shimmer promptly stood, knocking her seat to the ground. Logan turned around, only in time to see Sunset yank her flash drive free from the computer and fired a magical bolt of energy through its screen. "We need to get out of here. Now." She sprinted out of the room, Logan managing to stay close. Sunset stopped in her tracks upon rendezvousing with Spike and Black Cat, pausing to hold the button on her device in her ear. "Twilight! Come in! Twilight!" After a few moments, Shimmer exhaled and punched the wall. "Damn it! Something's jamming the signal near their position. We have to catch up to Princess Luna and the others before it's too late!"

Spike tilted his head to the side. "Too late? What's going on?"

Logan's frown deepened. "You saw something you didn't like in that computer. What was it?"

Shimmer shook her head. "Two things, and they're both bad. I saw what Osborn intends to do with his new power, but we'll deal with _that _later. Right now, we have to keep the others from reaching the basement."

Black Cat stepped forward. "They're probably already there. Did you find out what Osborn was keeping in that room?"

Sunset gritted her teeth, nodding. "Yeah, and it's nothing good. Come on!" Shimmer ran across the corridor, prompting the others to follow. Beads of sweat fell from her forehead. "Get the lead out! If we don't hurry, Osborn will be the _least_ of our problems!" She managed to force the lump in her throat down with a rough swallow. "We are _so _screwed."

* * *

><p><em><strong>Fifteen Minutes Remain…<strong>_

Spider-Man lifted the steel door, holding it in place over his shoulder. "This place feels like a dungeon. I totally wish I had a strategy guide right about now," he strained, maintaining his position while Twilight and Luna walked past him and into the room. Spider-Man shifted his weight and lowered the door before following both women. Twilight ventured ahead, all while gawking at the advanced machinery around her, but Luna kept her distance, unaware she was staring intently at the younger princess with a venomous glare, as if trying to bore a hole through the girl. Spider-Man placed his hand over the woman's shoulder, freeing Luna from her self-induced trance. "Hey. Are you okay?"

Luna chastised herself. She should not have borne ill-will towards Twilight. This was the same pony who saved her from an eternal curse and became her first friend in eons. Twilight had done nothing wrong. If anything, she envied the girl. Luna paused, remembering this sense of agitation. It was similar to the way she felt about her sister before the darkness took hold, but this was different, not as volatile yet more personal. Love was a fleeting emotion, something Luna never dared to partake in for countless eons, but here she stood, begging for it to consume her.

Peter was just a stallion, a simple-minded one, but Luna was attracted to him, craving his attention despite how often she ostracized him. He remained positive, never finding anything negative to say. It made Luna long for the outworlder more, but it was her own fault that things came to be as they are now. She should have confronted him, embraced him, allowed him to see her true feelings. Luna clutched at her chest. By the stars, she should have kissed him. Even now, that's what she wanted most of all. Luna's teeth grinded to the core. But she didn't, her foolish pride allowing Twilight to take what was rightfully hers. Luna's eyes flashed for a second, emitting a bright light before returning to normal.

She recognized the swelling magic building within her sister's apprentice. It was a gentle flurry, of life taking form. The essence was all too familiar, half of it belonging to one Luna longed to embrace. Twilight was carrying Peter's child! Luna's breathing shallowed. That right should have been hers. It was _her _baby, but Twilight stole it from her! She was a fool, too brazen to see what happiness Peter would have brought to her lonely existence. Luna hated herself just as much as she wanted to hate Twilight.

Luna's eyes widened at the harsh thoughts echoing inside of her head. "What? I don't hate…" She muttered before glancing to the side and realizing Peter had not left her side. Despite wearing his mask, the princess could practically feel his eyes on her being. "I apologize." Her trembling hand fell over her burning forehead. "I don't know what's come over me." Her voice wavered, gentleness filling it so. She turned her gaze to the ground. "I do not mean to worry you. Please forgive me. I just-"

Spider-Man squeezed Luna's shoulder gently. "Whatever's wrong, you can talk to me about it. We're friends, right?"

_Friends. Is that truly all? I want so much more from you._

Her words fell into her throat. Luna's heart begged for her to continue, to tell him the truth, but her mind remained steadfast, knowing it was not possible, not as long as _she _was around. Luna gritted her teeth, her clenched fist trembling under her grip. Her thoughts were growing more violent. This was strangely similar to Nightmare Moon's thoughts, but this was different, her desires growing more malevolent, possessive. Peter was at the center, providing a sense of warmth, but Twilight was there as well, filling Luna with the isolating chill of the Hearth's wind. Her tears resurfaced, forcing the woman to lean against the nearest wall for support. This was not right. Luna adored Twilight as a friend. These thoughts were not her own, not entirely.

She threw her forearm over her face and shook her head, even as Peter placed both hands over her shoulders. "I just need air. I will be fine."

The woman refused to lift her gaze, adding to Peter's concern. "Luna…"

"Spider-Man!" Twilight called out, unknowingly interrupting her knight. Peter turned, finding his princess with her gaze aimed skyward on the other side of the room. She pointed at something perched on the ceiling. "There's something up there."

"R-Right. Coming!" Spider-Man hesitantly replied, returning his gaze to the other woman. "Luna. I-"

Luna lifted her head. Her hair concealed her eyes, leaving only the lower half of her face exposed. Her smile was small, if not forced. "Go. I shall watch the exit." She nodded before slowly walking to the entrance, keeping her back turned to the young man. Once a proud warrior, now she was nothing but a cowering female before a male. This was a true testament, showing how far Luna had fallen for the Outworlder. "Go," she declared once more, her voice deepening with returning authority before it wavered, falling to a choked, inaudible whisper. "Please."

Spider-Man did as he was told and walked over to Twilight's side, slowly directing his gaze to the source. "All right. What'd you find?"

Twilight's brow furrowed. A blonde, muscular man was perched on the ceiling, hooked to a machine. His arms and legs were bound, clamped underneath irons and tubes. "What's going on? Why do they have this man hooked to the machinery?" She took a couple of steps forward, raising her hand to the man. "We should help him before-" Spider-Man grabbed Twilight by her arm, pulling the girl away from the man. "Pe-! Spider-Man! What are you doing?"

Spider-Man shook his head, whispering. "Twilight. Get behind me. Now." His tone was low, lacking any humor. Twilight's eyes widened at the sudden seriousness the young man betrayed, but as his princess, she was obligated to listen to his instincts. The girl stepped back, raising her hands defensively as they glowed with violet energy. Spider-Man stared at the man for several minutes intently, his masked eyes furrowing once he mumbled, stirring to life. "Eddie…?"

The man lifted his head, his glazed over blue eyes settling on Spider-Man. "Parker…" he weakly called out.

Taken aback, Twilight's mouth fell agape. "Wait. How does he know who you are?"

Spider-Man lowered his head. "Twilight. This is Eddie Brock. It's Venom." The princess inhaled sharply, snapping her attention back to the trapped man. Spider-Man continued to stare at Eddie. "Who did this to you?"

Eddie's moans echoed throughout the room. "Osborn. He tried to control me, but he couldn't, not while I had the symbiote. He took it from me and put it under his control." Wheezing, Eddie strained as he pulled against his restraints, but it was for naught, the man lowering back into a prone position. "He kept the symbiote here in Oscorp, but he set it free the moment you all broke in. You didn't realize it, but the symbiote has joined with one of you. It will kill you all, and then Osborn will finish the rest… of us."

Eddie's head fell, the man having lost consciousness. Twilight's eyes searched around frantically while her glowing hands patted her body down. After a few moments, she pressed the button on her earpiece. "It's not on me. We have to get in contact with Sunset Shimmer! One of them might have the symbiote!"

"No…!" Spider-Man, turning his gaze to the other side of the room. Luna continued to lean against the wall, but a black substance spiraled out of her back, spreading until it consumed the rest of her body. Peter's masked eyes widened once the woman raised her hands and fired a wide blast of energy in Twilight's direction. Spider-Man grabbed his princess by the arm, hopping out of harm's way at the last moment as the energy ate through the steel wall. Twilight hesitantly raised her head, and Peter clenched his fists. "The symbiote's already here!"

Luna stepped away from the wall, keeping her gaze fixed on the ground. The symbiote joined with the woman's leg stockings and heels, fusing to form a pair of jet black high boots. A large, white spider insignia formed at the center of her dress, and Luna's blue irises darkened, morphing to a cold shade of black. She bore a fanged smile, the tendrils from the symbiote lashing out, even as it formed into gloves over her arms and fused with the crown on her head. The living substance hissed as it enveloped the woman's angelic wings, giving them a jagged, wicked form. The entirety of Luna's eyes, including her pupils and cornea, turned as black as an endless abyss, and the symbiote settled into place, the bonding process having been completed.

"This one is like us. She is consumed with countless negative emotions. Her memories are of loneliness, rejection, anger, regret, and… love," Luna lowly declared, her voice distorting. "Parker. We can read her thoughts. She loves you. More than you realized. She kept her feelings secret to preserve your friendship, but it angers her so much. There is _so _much hatred. It is just like Eddie, but this is different. She _still _loves you, Parker, but she hates you, Twilight Sparkle!"

Spider-Man's shoulders lowered, nearly falling into a slump. "Luna loves me?"

Twilight raised a brow, sharing a glance with Spider-Man before directing hers back to the woman. "...and she hates me?"

Luna bore her fangs as she aimed a venomous, tear-stained glare at Twilight. "Yes, we hate you! It's your fault, Twilight Sparkle! You have taken everything from us! Peter was all we wanted. He was the first to see us for who we are! He never saw us as Nightmare Moon! We're normal to him! You stole Peter from us!" Luna clutched at her hair, shaking her head madly. "We will no longer suffer from loneliness! We can finally have what we desire! We will know what it means… what it _feels _like to be loved." Electrical currents escaped from Luna's body, rushing out into the room. "We will have Peter all to ourselves. We only need to kill you first, Twilight Sparkle!"

Shaking his head, Spider-Man pointed at the woman. "No. You're twisting Luna's emotions around. Nothing is sacred with you! Let Luna go! Now!" He stood tall, holding his position in front of Twilight. "Luna, listen to me! It's the symbiote! Your thoughts are being manipulated! You have to fight it!"

Tremors coursed throughout the entire room as Luna's body emitted a dark aura. "Luna no longer exists. _WE ARE VENOM!_"

Massive quakes rushed across the floor. Twilight lost her footing, stumbling forward until she fell onto Spider-Man's shoulders. Luna's maniacal laughter echoed, surpassing the volume of the surrounding quakes. The energy from the woman's body took form, spiraling into a small orb. Luna reached out and crushed the ball in her grasp. The orb shattered like glass, releasing a large array of light and a shockwave. The magical energies tore through everything in their path, reducing stone to dust and steel into disintegrated matter. Twilight tightly wrapped her arms around Spider-Man's neck, both individuals disappearing in a flash of light before the explosion could hope to engulf them.

Luna's magic shot into the heavens, piercing the clouds as it erased portions of Oscorp from existence. Even on the other side of the corporation, the damage was spreading. Tremors breached the area, causing Sunset Shimmer to fall on her stomach, Wolverine to stumble to a knee, and Spike to catch Black Cat before she could meet with the ground. The ceiling caved in, chunks of marble falling over the group. Spike stretched his wings out and towered over the others, using his massive frame as a makeshift shield. Suddenly, a wave of energy sped in their direction. Shimmer threw her glowing hands skyward at the last moment, creating a large bubble shield before an explosion spread out and consumed the entire area.

Shimmer cursed her breath. "Damn it! We're too late!"

Elsewhere, several buildings away from the destruction, Spider-Man and Twilight materialized high above the rooftop of one of the surrounding structures near Oscorp. Peter shifted his body, managing to capture the princess in his arms bridal style before landing perfectly on his feet. Spider-Man placed Twilight down, and then they both ran to the edge of the building, staring at the beacon of light that had consumed Oscorp entirely. The moon in the sky seemed lower than usual, the milky orb burning brightly. Luna appeared in a flash of light just inches away from the pair. Before Peter could react, Venom raised her hand and placed it against his shoulder, pushing the young man. Spider-Man retained a standing position as he skidded across the rooftop for several meters, barely managing to grab a hold of the edge once he slipped past.

Spider-Man gripped the stone, straining. "She didn't trigger my Spider Sense. I have to-" His mind screamed, a late realization speeding into fruition. Peter threw his legs over his head, flipping to his feet. "Twilight!"

Luna lashed out at Twilight, but the younger princess raised her hands, creating a shield. The woman snarled, punching the barrier manically before driving her fist through the defense. Twilight's magical barrier shattered, knocking the girl off balance. Before she could hope to fall to the ground, Luna teleported behind her and threw her hand around Twilight's neck. The air rushed out of Twilight's mouth. She reached up, only for Luna to dig the claws of her other hand deep into her arm. Twilight cried out, but Luna brought her mouth near the girl's ear, a fanged smile etched in her features.

"You will pay for carrying his child," Luna growled, crushing Twilight's throat in her iron grip. "That right is mine and MINE ALONE!"

"...what? I'm-?" Twilight coughed out, her eyes beginning to roll into the back of her head. Spider-Man soared through the air with the velocity of a bullet, driving his foot against the side of Luna's head. Venom slid across the ground, vanishing momentarily before materializing away from the pair. She stood with her back facing them, cackling as the moon continued to lower. Spider-Man turned around, maintaining a defensive stance while Twilight placed a hand over her damaged arm, staring at Venom with concern in her eyes. "Peter… what do we do?"

Spider-Man shook his head, his masked eyes fixed on the newly-created Venom. "I don't know, Twilight." The entire earth shook, and Luna's laughter grew in volume. The moon grew brighter, its light nearly as bright as the sun's. Spider-Man lowered his gaze. "I just don't know."

_**To be continued…**_


	54. Darkest Before the Dawn, Part III

_**Chapter Fifty-Four "Darkest Before the Dawn, Part III"**_

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><p>"<em>At the end of the beaten path lies the absolute end. No matter who you are, death awaits you"<em>

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><p><em><strong>Twenty Days Remain until the portal closes…<strong>_

'_Why is this happening? I do not want this.'_

Luna stood in the midst of a white void, her voice echoing across the vast region. Tears poured from her blue eyes, and the woman fell to her knees, sobbing as thick strands of webbing shot out and surrounded her body. She forced herself to her feet, only for the threads to lash out and capture her arms and legs. The strands tightened, and more of the webbing snaked around her frame, bounding her limbs together.

'_It's your fate. You are the embodiment of darkness.'_

A mirror image of Luna appeared with her arms folded, staring at her reflection trapped behind the webbing. The strands of gossamer morphed to a shade of black, and darkness soon spread out, consuming the white void. The second image of Luna scoffed, turning her back to her mirror image. Tendrils erupted from the doppelganger's body, hissing as her eyes darkened to a matching shade. She turned around, lunging the whips into Luna's chest.

'_This is your chance to take what you desire. Wipe away your enemies.'_

Luna's screams echoed across the realm, but she strained, attempting to pull her arms free.

'_Twilight is my friend. I will __**never**__-!'_

The doppelganger bore her fangs, cackling as more of the symbiote enveloped Luna's body.

'_You have no choice. __**I**_ _am in control, and I will destroy __**everything**__!'_

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><p>Luna roared, a shockwave rushing out, and the princess clutched at her head, the symbiote retracting before clamping back down on her skin. Spider-Man and Twilight watched, both struggling to maintain their footing. All light left Luna's eyes, her pupils turning as black as a crow flying through cool midnight air. Venom's wings spread, and she sped across the rooftop, closing the gap between herself and Twilight instantaneously. The younger princess couldn't react as Venom slammed her palm into her sternum, sending the girl flying into a stone wall. Her back cracked the rock, and Twilight limply fell to the ground, coughing out a small amount of blood.<p>

Spider-Man's eyes shot open as Venom materialized in front of his position, throwing a wide kick, but Peter managed to duck underneath the attack, although he was unable to dodge the woman's fist that swiftly followed. The blow sent Spider-Man skyward, but Venom captured his leg, slamming Peter into the ground multiple times until it gave away and cracked. Twilight forced herself back to a standing position, gasping at the sight across from her. Once the princess extended her hands, Venom furrowed her brow, spun around, and launched Spider-Man in her direction.

Twilight's magic enveloped Peter's body, managing to slow him to a halt before he could collide with her frame, but Luna materialized behind the young girl, driving her elbow into her back. Twilight recoiled, yelping as a searing pain rushed through her spine, but Venom vanished before appearing in a flash of light, punching her foe across the face. Twilight limply fell to the ground, her violet eyes glazed over. Venom's hand glowed with magical energy before she slammed her foot into the ground and readied to smite the prone princess, but Spider-Man soared through the air, his foot smashing into the side of Venom's face.

Their momentum carried their bodies over the edge of the rooftop, and Spider-Man shot several strands of webbing out onto the surrounding buildings, managing to slingshot himself into Venom. They smashed through a wall of glass, and Peter pinned Venom's shoulders to the ground before flipping with his added momentum to his feet and launching the woman through another wall, leaving her to spiral through the air until she smashed an air conditioner unit. Spider-Man landed a few feet away, lowering his body into a defensive position as Luna made her way back to her feet. Twilight materialized next to the young man, her hand held over her swollen mouth.

"We have to get the symbiote off of Luna," Spider-Man declared, edging closer to the princess while Venom cackled into the night. The moon continued its descent, and the quakes throughout the city grew in velocity, sending violent tremors into each building. Venom vanished in a flash of light, appearing in front of Twilight with her glowing hand reared back, but Spider-Man reached out, capturing Luna's fist in his palm before it could connect with his girlfriend's face. Peter strained, tightening his grip. He drove his shoulder into Venom's collarbone, knocking the woman back, and turned to Twilight, rubbing his thumb over the swollen region on her mouth. "The symbiote's weak against sonic vibrations and fire. Think you can use your magic and keep a safe distance? I'll try to hold her attention."

Twilight nodded, cringing. "Yes. I think I have an idea. Please be careful."

Spider-Man shared a nod with the girl before she vanished in a flash of light just as a bolt of energy reached her position and destroyed that section of the building. She appeared on a different rooftop, running to the edge. Venom raised a glowing hand, keeping her malicious black gaze locked on the princess, but Spider-Man slid underneath her body and grabbed a hold of her arm, swinging the woman over his shoulder. Venom contorted her lower half, managing to land on her feet.

Tendrils burst from her body and lashed out at Spider-Man, but he swayed past each strike, countering by smashing his fist into the woman's forehead, leaping into the air, pulling his knees into his chest and slamming both of his feet into Venom's face. Venom's head snapped back, her skull shattering the concrete. She rolled onto her back just as Peter fired several balls of webbing over her hands and feet, bounding her to the ground, but Venom snarled, ripping the gossamer away before disappearing and materializing back to a standing position.

"Great. You have my powers, you're three times stronger than me, and you have magic," Spider-Man groaned before he dove over the edge of the building, contorting his body enough to narrowly avoid a magical beam. "Luna! Listen to me! I know you don't want to do this! The symbiote is controlling your movements! Try to fight it!" He landed on the side wall of a different building and bounded, a second blast disintegrating the stone he moved himself from. Spider-Man shot a strand of webbing out, but a bolt destroyed the gossamer before it could travel anywhere. "I don't want to fight you! You're still my friend! I know you can hear me, Luna! Fight the symbiote!"

Peter reached out, managing to use his momentum and swing from a flagpole just as another of Venom's magical projectiles pierced through the airwaves and barely missed the moving target. The symbiote unleashed a roar before Venom disappeared, materializing inches away from Spider-Man. The moment they landed, Luna fired several bolts of energy at point blank range, yet Peter swayed and spun past each attack, countering with a sweeping kick. Venom's legs flew from underneath her body, but she managed to place her hand against the ground and push herself back to a standing position.

Half a dozen police cars rolled around the corner, speeding towards the pair, but Venom scoffed and flicked her wrist, prompting magical energy to envelope the vehicles and launch them into the air. Five of the cars slammed through the glass walls of the surrounding buildings, but one flew higher than the rest, spiraling violently. Spider-Man shot a strand of webbing onto the hood, pulling himself to the car, and before it met with the ground, Peter fired dozens of gossamer threads. The webbing spread, capturing the vehicle in a massive net between a pair of streetlights. The female officer inside struggled to level her breathing, recoiling sharply as Spider-Man reached into the window and pulled her from the vehicle.

"Officer!" Spider-Man called out, placing the woman down. She shook her head, nodding a response before removing her glasses. Spider-Man pointed at the civilians surrounding their position. "You need to evacuate the area! We'll try to keep the bad guy in this zone. Get those people to safety!" The woman watched as Spider-Man hopped into the air, swinging on a strand of webbing.

"Cooper!" an officer yelled, freeing the woman from her self-induced trance. He dropped a hand on her shoulder, shaking it. "Carlie! Come on! We have to move the bystanders!"

The woman glanced back, furrowing her brow before running past her colleague. "You're right. Let's move."

Luna pounced Spider-Man from his web-line, her hands latching onto his neck before they teleported several stories high into the air and fell into a rapid descent. The young man punched the underside of Venom's jaw, but her grip was sound, the pair crashing into the hood of a car. Spider-Man's entire frame was deeply embedded in the steel, and Venom knelt over him, one forearm against his chest and her free hand clutching at the side of his head. Civilians recoiled, most scurrying away from the chaos upon the officers' persuasion.

"I-I'm sorry, Peter," Luna whispered through a choked voice, her eyes flashing between shades of light blue and black. Shaking her head, Luna staggered back until she fell from the car. The woman scratched and clawed at the symbiote, attempting to free it from her body, but the black substance hissed, flying into her chest with enough force to knock Luna to the ground. Darkness filled her pupils, and Venom growled through a hoarse voice. "You can't fight me. I control you! This is _my _body now!" Luna slammed her fist into her own cheek, the blue color in her eyes returning temporarily. "You are a leech! You thrive by forcing yourself unto others! I refuse to-!" Venom stood upright, snarling as the symbiote spread over her body further. "Shut up!"

Twilight appeared several feet behind the woman, using her magic to levitate a car from the ground. Swinging her hand forward, the vehicle soared through the air, but Venom spun around with her hands extended, digging her claws into the steel as she captured the car by its front bumper. Twilight used her magic to push the symbiote-driven princess back for several yards, but Venom planted her feet through the concrete, managing to stop her progress. Luna gritted her teeth, howling as she tossed the vehicle effortlessly at the young girl.

Twilight vanished before the car could crush her diminutive frame, materializing behind Luna with her glowing hand extended. Suddenly, a nearby car transformed into an enormous bell, and it chimed, echoing across the streets of the city. The symbiote cried out, hissing as it struggled to maintain a hold on its host. Venom held her hands over her ears, a shield materializing around her position. Panting, Luna vanished before appearing above the bell, using her magic to force its ringing to cease.

Snapping back, Venom glared at Twilight and spun around, rocketing the bell towards the girl, but Spider-Man threw his body over his princess, lowering her just enough for the object to miss its original target and crash into the building behind their position. Venom materialized between the pair before they could recover, lifting Spider-Man by his neck and delivering a kick to Twilight's gut, sending the girl flying across the street until she bounced off the side of a newspaper stand.

Venom spread her wings and flew through the streets before driving Peter through a steel beam head-first and slamming his back against the trunk of a car. Venom used her magic to retrieve a broken steel pipe, lunging its sharp end through Peter's shoulder. Peter screamed at the top of his lungs as blood splattered across the pavement and rushed from the wound. Spider-Man panted feverishly, trying to move his body, but the steel beam was embedded in the car as well as his shoulder. Blood continued to pour, a small, thick puddle forming by his limp arm.

Luna's eyes flashed to a bright shade of blue, tears rolling down her cheeks. "No! _No!_" The darkness returned, and Venom's lips curled into a fanged smile. "That felt _great_! You have no idea how long I've been wanting to do that!"

Spider-Man shook his head, his breathing strained. "Just you? Not… us?"

Venom's eyes widened before they formed a glare. The woman ripped Peter's mask from his face. "She will be mine eventually. You just won't live to see it." She grabbed the steel beam, digging it deeper into Peter's shoulder, but his screams were muffled, Venom holding her free hand over the young man's mouth. "You brought this on yourself. If only you knew how much she loves you. I'll save her the pain of your miserable life."

The color in Luna's eyes returned. She stumbled away. "Stop! I won't let you commit this atrocity!" Tears continued to pour from her eyes. "Peter! Please! You have to destroy me! It's the only way! You made a vow as a knight to stand against any obstacle! Twilight's fate depends on it!"

Peter's eyes glazed over, but he shook his head. "Protecting Twilight won't mean a damn thing… if I have to kill my friends to do it. I care about you… just as much as-"

Venom cackled, shaking her head with a coy grin. "Oh, please! Luna cowered before Nightmare Moon. What makes you think you or her can stop me?!"

Peter coughed out, his trembling hand landing on the steel beam in his shoulder. "Because I still believe in Luna."

Luna paused, her eyes softening before they retook a shade of black. "I'm sick of you! Just die already!"

Suddenly, Sunset Shimmer materialized a few inches away from Princess Luna and unleashed a trail of flames. They spread over Venom's body before combusting, sending Luna flying through a glass wall in a ball of flames. She climbed from the hole, scowling as the moon continued to descend. "You all just keep lining up to die!"

Spike hovered over her position, unleashing a massive emerald flame before the woman could react. The blast jettisoned Venom skyward, causing her to crash through severals walls of stone and glass before landing on one of the city's rooftops. The dragon, with Wolverine and Felicia on his back, spread his wings and pursued the woman. Sunset Shimmer furrowed her brow, her eyes widening at a late realization. She turned around, her mouth hanging open once her eyes landed on the steel lodged in Spider-Man's shoulder.

Twilight rolled onto her knees, groaning as she placed a hand over her throbbing cranium. "Ow. What hit me?" Her sight eventually settled, a high-pitched yelp escaping as she found Sunset kneeling next to Spider-Man. Twilight ran over, her trembling hands falling over her mouth. She reached for the beam, pulling away as blood continued to pour from the wound. "Oh, my stars. Peter..." The young man blinked, the color in his eyes beginning to fade, but he gripped the beam, causing both women to recoil sharply. Twilight shook her head feverishly. "Stop! Don't touch it! You'll bleed out!"

Peter strained, screaming as he began to pull the beam free inch by inch. Panting, tongue lolling like a dog's, the young man paused. "No time… We need to…"

"Be quiet." Sunset bit her lip, sharing a glance with the princess. "Twilight. How are your healing spells?"

Twilight shook her head, attempting to level her breathing. "I-I'm not good with them."

Luna cackled, materializing high above the ground behind Sunset Shimmer and Twilight. Venom's body glowed brightly before dozens of magical beams shot out from her aura, homing in on the trio. Sunset Shimmer and Twilight narrowly managed to create a shield, but the force behind each beam shook the barrier, the final shattering the spell. Shimmer disappeared, materializing behind Venom. She extended her hands, energy from the atmosphere spiraling into her palms and creating a small orb. Venom turned around just as Sunset unleashed her attack, the sphere slamming into Luna's gut.

The orb carried the woman, driving her body through the street. A dust cloud erupted upon impact, shards of stone flying out, but Venom flew from the ground, tackling Sunset out of the air before she could hope to land. Luna scowled, tightening her grip on Shimmer's shoulder before jerking her wrist and slamming her forehead against the girl's. Sunset shook her head, slamming an eye shut as blood fell into it, and she vanished from sight, appearing back on the street. The girl staggered, her vision blurring.

Venom materialized on the ground afterward and ripped a car's bumper free from its body. Shimmer's eyes shot open as Luna appeared in front of her position with her bumper held back. Venom howled, swinging to the greatest of her strength, and the steel collided with Shimmer's chest, the force behind the blow sending the girl spiraling several hundred meters until she crashed through a newspaper stand shoulders first. The girl bounced off the ground for several feet before she slowed to a halt. Venom frowned, materializing over Shimmer's still form.

Wolverine dove into view, snarling as he fell from the sky with his arms fully extended, but Venom raised her hand, stopping the X-Man in his tracks with her magical telekinesis. Before she could react, Felicia placed her hand over her shoulder, hopped into the air, and spun until her knee slammed into the bridge of Luna's nose. Venom staggered back, instinctively bringing her hand over her throbbing nose. Wolverine freed himself from the magical hold, landing on his feet before slashing his claws across her chest several times.

Luna's eyes widened, her teeth grinding to the core as she stopped in her tracks and retaliated with a straight punch. Wolverine stumbled back, unable to defend himself when Venom vanished and materialized with a wide strike. She continued to teleport wildly, striking the mutant's jaw several times until blood spurted from his mouth. Wolverine fell to a knee, pausing to shake the cobwebs from his cranium. Venom teleported several yards away, lifting a car high over her head before teleporting above Logan and slamming the vehicle on top of his body.

Wolverine's hand limply stuck out from the mangled heap of metal. Venom raised a hand high over her head. Thunder roared in the dark sky, and a large bolt of lightning crashed down from the heavens, shredding the automobile into slivers of metal until an explosion of smoke and ash erupted. Wolverine remained, his body charred and skin barely intact. Venom smiled, raising her hand once more, but Felicia soared through the air with her leg extended, delivering a kick to the center of Venom's back. The symbiote-infected princess stumbled forward before Felicia grabbed her shoulder, spinning around Venom's body, and Black Cat wrapped her arms around the woman's neck, shifting her weight until Luna's skull bounced off the concrete.

Luna vanished afterward and appeared inches away with her arm stretched out, catching Black Cat's chin before throwing her weight forward, sending the back of Felicia's head crashing against the ground. Spike glided near the ground, soaring through the street with the speed of a bullet until he collided with Venom. Luna drove her feet into the street, shards of stone flying from the path, and they slowed to a grinding halt, both individuals straining at they continued to press their strength against each other.

Venom's black eyes widened as emerald flames began to escape from the corners of the dragon's mouth. The effect was instantaneous, Luna's entire body engulfed in a wall of flames. However, an orb emerged from the fire, Luna cackling behind the protection of a shield. Disappearing in a flash of light, Venom perched herself on Spike's nose, and the symbiote hissed, several tendrils wrapping around his mouth. All of the coils joined her clenched fist, and Luna hopped on the back of the dragon's head, pulling back until his skull slingshot into the concrete and shattered the stone.

The symbiote retracted, sliding back onto the woman's body. Venom walked through the street, her black eyes narrowing on Twilight. The princess furrowed her brow, glancing at Peter before stepping away from his position. Luna disappeared, prompting Twilight to mirror her actions, but when both women materialized, Venom drove her elbow into the girl's side and drove the back of her hand against her face. Twilight spun and slid to a halt before throwing her glowing hand in a slash motion, unleashing a wave of energy. Venom raised a hand, blocking the energy with her forearm.

Peter gritted his teeth, watching the spectacle from the corner of his eye. Twilight created a shield around her body, only for Venom to punch her way through the defense, driving her fist into the girl's gut before slamming her elbow against her back. Peter slammed his eyes shut, his lover's screams of anguish filling his hearing. Twilight skidded across the concrete for several meters. She rolled onto her back, but Venom appeared nearby, pressing her knee against the girl's sternum. Peter snatched the steel beam, inhaling deeply before screaming at the top of his lungs as he yanked it from his shoulder. Blood gushed from the wound, yet the young man never ceased pulling, continuing until the beam was free. He tossed the blood-stained object away, collapsing on his side.

"T-That… s-sucked," Peter quivered, shivering involuntarily. His body felt as cold as ice, and his vision spun, blurring as it struggled to clear. Peter winced, attempting to push himself from the ground, but his left arm was limp, lacking any real life. The crimson puddle underneath him grew thicker, sloshing as the young man used his right hand to force his torso from the ground. The ringing in his cranium rung profusely, continuing even as Peter made it to his knees. "Stupid Spider Sense. I know I'm dying. Stop ringing already."

Venom reared her claw back, driving it down onto her prone victim, but Peter staggered, managing to steer his body close enough to capture Luna's arm with his good hand. Smiling wickedly, the woman cackled before her eyes flashed to a bright shade of blue and softened. Twilight freed herself, grabbing a hold of Peter's leg. The pair vanished from sight, appearing several yards away, but Peter immediately collapsed, leaning over Twilight's shoulder. His breathing was ragged, like a knife scratching across a rough surface.

Twilight's mouth quivered, tears falling from the corners of her eyes. She removed her hand, shivering as Peter's blood covered it entirely. "Peter. You're cold. Please, stop…"

Peter was silent, murmuring incoherently. The color in his hazel irises faded completely, matching a cold shade of grey. "Promise… I promised…"

Luna shook her head, her fingers clutching at her long, strands of hair. The symbiote hissed before latching a hold on both of the woman's arms. Straining, Luna pulled against the black substance, but her body disobeyed her mind's pleas, her arms stretching high over her head. Energy from the atmosphere spiraled into her palms, and tremors coursed throughout the streets. The surrounding buildings shook violently, some windows shattering while other structures caved in. Thunder roared in the skies before several bolts of lightning spiraled around her position, its energy materializing into the orb hovering over the woman's head.

Extending her hands, Luna's eyes flashed between shades of blue and black. "Stop! You'll kill-!" Venom bore her fangs, cackling. "That's the idea!"

Before the argument could continue, the energy rushed out, spreading across the street. The concrete broke away, shards of stone disintegrating, and several steel beams melted, fading from existence. Twilight raised a hand, causing a shield to form around her position, but the barrier shattered like glass once Venom's energy collided with it. Twilight's eyes shot open. Time froze. Twilight's senses blurred. The wind tickled her skin, whipping her long violet hair about. She felt her chest rise, but her oxygen intake lightened as if it was trapped in place.

She watched the energy near, her body unable to move. Her body felt cold, a strange chill leaving her to shiver. Her instincts yielded to this fate, causing her muscles to lock against her will. Twilight slammed her eyes shut momentarily, the incoming light too bright to stare directly into, but her eyes shot open as a dark figure stepped in her path, shielding her body. There was a familiar sense of warmth spreading through her chest. Twilight inhaled, managing to breath. Her mind recollected its senses, and her vision cleared.

A spider insignia was etched on his back. The buildings near her position crumbled, exploding into countless shards of stone and steel, yet the object in front of her stood tall, refusing to falter as the energy ripped away at his being. Twilight watched with her mouth agape, her heart tearing itself in half as her mind took in the image. Peter was there, his screams muted by the high-pitched wail of Venom's attack. A shockwave erupted, causing a large dust cloud to spread out before an explosion triggered.

Massive surges of energy trailed across the area, but the dust cleared, revealing an image. Peter stood in front of Twilight, his costume reduced to shreds while blood continued to pour from his shoulder as well as escape from dozens of new wounds. His muscles shook violently, Peter straining to keep his body still. Twilight sat inches behind his position, relatively unscathed, watching with a widened gaze and her mouth agape.

She reached out, tears pouring from her eyes. "P-Peter…! Why..?!"

"...easy… because it's… you..." Peter weakly responded, chuckling as he fell to the side.

Twilight hastily crawled to his side, resting his upper body over her lap. She held his head over her hand and placed the other over the gaping wound on his shoulder in a desperate attempt to stop the bleeding. Peter turned his head, managing to smile before he closed his eyes. His hand fell to the side, his breathing ceasing.

Twilight shook her head. "No! Stay with me, Peter! You can't do that!" She shook his body, earning no response. Her breathing quickened. "Peter! Get up!" She jerked his body, screaming at the top of her lungs. Twilight caressed the side of his face. "You promised me that we would stay together! You can't break that promise!" Twilight lowered her head, her tears dripping from her cheek and falling over Peter's chest. "Don't leave me." She gritted her teeth, shrieking. "DON'T LEAVE ME!" Twilight's arms trembled, struggling to hold the young man's weight, yet she pulled Peter closer, holding his head near her own.

Memories of their conjoined history rushed through her mind, adding to the weight pulling at her heart. The strange bipedal creature that crashed into her bookshelf, the same that was said to be the greatest hero in history. Peter was an alien that took the form of a pony, yet Twilight found so much common ground with him, despite their otherworldly differences. He said the stupidest things at every opportune moment, infuriating her consistently, but Peter always made her smile, stealing her heart in the process. Twilight sobbed, whispering sweet nothings into her lover's ear.

She wanted to hear his voice once more, to see that gorgeous smile, to feel her heart burn with glee, but she could no longer do any of those things. He was taken… No. Peter was stolen from her. Something within the princess pulled, tightening until it eventually snapped. Twilight slammed her eyes shut, seething pants escaping through her gritted teeth. Peter was gone. Her mind screamed that horrible fact relentlessly. The sounds of the surrounding chaos lessened, falling to an eerie silence. Nothing else mattered. Twilight only wanted to make Venom pay, to give back the pain inflicted on her lover a thousand fold.

Agony. Pain. Remorse. Vengeance.

Twilight shivered, unable to suppress the vortex of emotions spiraling through her. "_NOOOO-!"_

Luna fell to her knees, tears pouring from her eyes. The inside of her chest tightened, a bolt of pain striking her heart. Her cheeks felt wet, and her voice came out in choked sobs. "By the stars… Please…" She clutched at her hair, pulling a few strands from the root. "Why am I so _weak_?!" The symbiote emerged, spreading across her body once more, but Luna raised her head before settling her teary gaze on Peter, numb, her eyes shimmering in the moonlight. "You believed in me… and I failed you. You trusted me…!" Luna's shoulders trembled, falling into a slump. "I… loved you. I don't deserve... to live…"

Venom's eyes darkened, her wicked smile resurfacing. "Get over it. What's the point of loving somebody if you can't be with them? I saved you from years of loneliness. Now, I'll do what you didn't have the guts to do," the woman forced herself to a standing position and walked towards Twilight, who hadn't stopped cradling Peter's body, "and I'll cut away any loose ends." Venom extended both of her arms, cackling as energy rushed out from her hands and homed in on Twilight. "Time to die!"

Twilight's tears continued to fall, the princess never lifting her gaze, yet a large violet shield surrounded her position, deflecting the beams of energy. Venom's eyes widened before she raised her hand skyward, prompting two bolts of lightning to rush down to the earth. The electricity flew past Luna and struck the barrier, only to dissolve harmlessly upon impact. Bright violet energy emitted from Twilight's body. Trails of tears continued to roll down the girl's cheek, even as two appendages began to sprout from her back and severed her cape's tie. Feathers danced in the breeze in a graceful descent, and Twilight swallowed before her wings stretched out, sniffing as she gently rested Peter on his back before forcing herself to a standing position.

Twilight lifted her gaze, her eyes fading behind a bright light. A shockwave erupted, cracking the earth and shattering the surrounding glass windows. "I won't forgive you."


	55. Darkest Before the Dawn, Part IV

_**Chapter Fifty-Five "Darkest Before the Dawn, Part IV"**_

"Trixie?" Pinkie Pie whispered, tilting her head to the side. "Are you okay? You're crying."

The unicorn freed her gaze from the open window, brushing a hoof over her wet cheek. "What?" She sniffed, unable to stop her tears from falling. Trixie paused, tapping her hoof against her chest. The aches that had been plaguing her heart for the entire day had vanished, but there was a void, as if something had been taken away. She shook her head, remorse plaguing her thoughts. Like before, Peter was at the center, yet she could no longer feel his presence. "Something must have happened." Her lips quivered, forcing Trixie to bite down on them. "I hate not knowing what's going on."

"Don't lose hope. Peter's fine. I know he is," Pinkie lightly giggled, placing a hoof over Trixie's shoulder.

Dismayed, Trixie shared a glance with the mare. "How can you tell?"

Pinkie smiled. "Because we're all here, believing. I believe in Twilight, and I know you still believe in Peter! I can feel all of us, lending our hope to them. As long as we don't give up, they won't either. We're all here, believing. There's always hope!"

Trixie placed her flank against the floor, prompting Pinkie to mirror her action. She had excused herself from the group, choosing to wait outside of Princess Celestia's private quarters while her ruler attended to a pressing matter. Trixie didn't even mind that Pinkie Pie chose to follow her.

The unicorn managed to smile in spite of her falling tears. "I _do_ believe. Thank you, Pinkie. Peter will come back. I'll never stop believing until Twilight, Spike, and Princess Luna drag him back here." Trixie lifted her gaze, furrowing her brow at Princess Celestia's door. "It still hurts not knowing what's going on. I hope Princess Celestia comes out with good news."

* * *

><p>Celestia watched the magical projection of the Web of Life in the privacy of her personal quarters. The image had grown thousands of strands since she saw it last, thanks to Twilight's efforts at the Bugle. Threads of Equestria and Earth unraveled, connecting to the Web of Life as they multiplied by the thousands. Celestia glanced off to the side. Her student's intentions were pure. This was a deed done out of love, yet she was oblivious to the depth of her actions. Celestia shifted her light violet irises back to the Web of Life.<p>

The strands containing those in Equestria disconnected from the center with the exception of one, that belonging to her sister. The strand was now jet black, matching the envoy of the dark abyss. Luna's image dissipated, morphing to reveal a twisted picture of the mare-turned-human. Celestia furrowed her brow. Suddenly, the gossamer stiffened, growing brittle until pieces of the webbing fell from the net. The flow of crimson energy faded from the strands, as did Peter's image above of the Web of Life.

Celestia's eyes widened, slamming her hoof into the ground. "No…! Peter must have been killed." She shook her head. The wheels of fate were turning against them from the start. Peter's destiny had been altered and changed, but the end result was still the same. The inside of her chest tightened, aching at the realization. "Everything we've done was for nothing. He didn't deserve this! Am I really powerless to save a single life?" She glanced at her own individual strand in the Web of Life. "I promised Cassandra I would I protect him! I thought I could, but I have failed my duty. Peter, I'm sorry."

Celestia sighed. She pondered how Twilight and Luna would cope with this loss. Peter had grown so close to Twilight in the short number of months they'd known each other. To say that he had changed her was an understatement. Twilight finally began to listen to her heart above her mind. The same could be said about Luna. Celestia's younger sister was not good with words, at least in regards to personal feelings, but their bond was there, even if Luna would never admit to it outright.

Both mares were attached to Peter. Twilight had never experienced the pain of loss before, but Celestia knew her pupil would not handle Peter's death well, considering how young and sensitive she was. Luna was a strong individual, but she was fairly sensitive when it came to death. This could not end well for either mare, possibly shaping them for the worst. Celestia wanted to be there for both of them right now. She hated not having control of the situation.

The image of the Web of Life suddenly morphed, all previously severed strands connecting back to the center. Thousands of threads connected to the Web from a distance, spreading until the gossamer stretched across the entire room. Several hundred strands connected to the outer wall while thousands latched onto their ends, but those near the center remained the same as before, with the Elements of Harmony and several others, including some that Celestia wasn't familiar with.

One strand bore an image of a gruff man, sharp claws extending from his hands. Another thread had a picture of an older woman, Celestia recognizing her from Peter's memories. It was his aunt. The alicorn's eyes widened. Even Sunset Shimmer had a place in the Web, alongside a woman with snow-white hair. Celestia's eyes shot open. Sombra's image was seen vividly within a strand, although its picture was colored with a black and white tone. Suddenly, the center began to glow, emitting a bright violet light, and its energy began to spread through the Web of Life.

Celestia's brow lowered before her eyes shot open. "Twilight! By the stars…"

* * *

><p><em>Twenty Days Remain until the portal closes…<em>

Twilight vanished, materializing with her hands clenched onto Venom's neck. Before Venom could react, they disappeared in a flash of light and appeared high over the city, amidst the peaks of the surrounding skyscrapers. Violet energy snaked around Venom's neck like a noose, prompting the symbiote-infected princess to gag as she clutched at the spell. Twilight levitated the woman away from her position, her expression blank behind a pair of glowing white eyes. The girl jerked her wrist, sending Venom into a plummet, and the energy flashed, turning the woman until her head was aimed downward.

Venom smashed into the street, generating a dust cloud as a shockwave sent shards of concrete out from the impact. Venom climbed out of the trench and raised her head, only to find Twilight inches away with her hand extended. Venom barely managed to blink before a shockwave erupted, reducing everything within its radius to dust, and her body violently snapped back, spiraling until her back slammed into the street. Venom's momentum hadn't faltered in the least, her frame tearing through the concrete until a stone wall stopped her progress.

Venom opened an eye, inhaling once Twilight appeared with her glowing hand hovering over her face. She unleashed a magical blast, engulfing Venom entirely before jettisoning her body through an array of barricades, from street lights, to trucks, and building walls until she reached the river. Materializing in a flash of violet energy, Twilight fired a beam into Venom's stomach, driving the woman's body to the bottom of the river with such velocity that a gush of water escaped out of the spiraling hole in the water.

The princess stared at the body of water for several seconds with an emotionless stare before throwing her glowing hand forward in a slashing motion. A line of violet energy sliced into the river, an electrical spark escaping from the spell before the water split, rising several hundred stories to resemble a pair of walls until the bottom floor could be seen. Venom gripped the soggy dirt under her hand, groaning as she forced herself to a kneeling position.

A tear escaped from the corner of Luna's eyes as they flashed to a shade of blue. "Twilight, I'm sorry. I deserve every ounce of your rage." She stood, holding her arms to the side. "Destroy me! Avenge Peter! Ensure that I never harm an innocent life again!"

The symbiote hissed, its sticky frame expanding until it covered all of Luna's skin. All form of color in her eyes dissipated, morphing to a blank, white stare. Venom's fangs emerged, forming a wicked smile. "Listening to you makes me sick! After I kill this shrimp, I'll find a way to shut you up permanently!" The magic holding the river in place diminished, causing the water to fall over the symbiote, but Venom vanished at the last moment, materializing behind Twilight with her arm stretched back. The symbiote spun, her hand taking the shape of a blade. "Die!"

Twilight spun around and slammed her glowing hand into Venom's chest before the blade could connect, generating a shockwave potent enough to send waves across the river and tremors through the city in the distance. Venom was launched backwards, flying for several hundred yards before stretching her wings out and stopping instantaneously in midair. Energy spiraled from the atmosphere, vortexing into the aura surrounding Venom's body, and the same transpired with Twilight, both women glowing like two beacons of light in the night sky until they vanished from sight.

A series of shockwaves burst throughout the air, each creating quakes all over the city and causing the waves in the river to grow larger as they smashed against the shore. Twilight spun into existence, spreading her wings to slow her descent, and as Venom divebombed after the princess, the energy surrounding her sister's apprentice formed an enormous sphere before engulfing Luna's body. The orb shot skyward, piercing the clouds before an explosion of violet energy spread out and brightened the night sky with an array of descending sparkles.

Venom bolted through the airwaves until she drove her shoulder into Twilight's stomach, carrying the girl until they slammed into the upper walls of a skyscraper. Shards of glass and chunks of stone flew out from the impact of the crash. However, violet energy ensnared the scattered wreckage, holding them in place. The moment Venom burst out from the building, the glass shards homed in on Venom and pierced her skin with lightning speed before all of the chunks of stone smashed into her frame simultaneously, shattering from impact.

Twilight materialized in front of her foe, driving her glowing fist into Venom's chest a second time. Venom flew for several feet, unable to react as a violet beam rushed into her gut and carried her through the clouds. Twilight flew after Venom, soaring past the clouds and into the stratosphere until Luna's body neared the descending moon. The symbiote peeled its mask back, revealing the woman's cold black gaze. They were high above the Earth, far from its air supply, yet Venom's breathing was level, hindered only from the damage she was sustaining from Twilight.

Venom gritted her teeth, electrical currents crackling over her hands as crystal white energy particles spiraled from the moon's surface and morphed into a small orb. However, the energy expanded, causing the sphere to grow in size before Venom teleported behind its position. Twilight stopped in her tracks, the violet energy surrounding her body growing bright. Venom extended her hand, generating a shockwave that launched her ball of energy, a trail of afterimages following the sphere.

Twilight remained still, even as the orb slammed into her body and detonated on impact, a whirlwind of energy spreading out. Venom wheezed with a fanged smile while the energy dissipated, but her mouth fell agape, Twilight emerging from the storm unscathed. Before Luna could react, Twilight vanished in a flash of light and materialized inches away, her fingers clenched deep into the withering thralls of the symbiote. Venom reared its claws back, only for the princess to slam the palm of her glowing hand into her forehead. Venom screeched, driving Luna's fist across Twilight's face in a desperate attempt to free itself from her magical grasp.

The princess strained, gritting her teeth as she slowly managed to rip the symbiote from its host's body. Vibrations rattled through her body before Twilight howled at the top of her lungs and threw her hands in two separate directions, ripping Luna's body completely free from the symbiote. Twilight engulfed the symbiote in violet energy, holding it in place. The princess of the moon shook her head, groaning as her vision slowly cleared. Luna's eyes widened at a realization, prompting the woman to turn her attention to the moon speeding towards the planet.

She waved a glowing hand, causing the milky orb to disappear from sight and materialize back to its proper position, a safe distance from the Earth. Luna's breathing was rigid, reminiscent to the sound of glass scratching against a rough surface, and bolts of pain rushed through a majority of her body. It stood to reason that the symbiote had suppressed her pain. The princess of the moon's magic faded, allowing the planet's gravity to claim her. She entered the atmosphere, her body limp as she struggled to hold any form of consciousness, but violet energy enveloped her body, slowing Luna's descent before levitating her close to Twilight's position.

The pair disappeared in a flash of light, materializing on the ground near the outskirts of the city. Luna fell to her knees, bruises surfacing on her skin. Her eyes shot open, memories of the entire battle flooding the confines of her mind and heart. The damage she inflicted on the city, the harm given to her allies, and the life she took. Tears escaped from the corners of Luna's eyes. It was Nightmare Moon all over again. She'd hurt those closest to her due to her inability to stand against the darkness in her heart.

That weakness had led to the death of the only one she'd ever loved. Luna brought her hands over her face, sobbing, but something warm fell over her shoulder, prompting the woman to stop and divert her attention to the source. Twilight's gaze was fixed on her, the color in her eyes having returned to a shade of violet, but there wasn't a hint of resentment to be found in her sight, as Luna was expecting. Instead, Twilight squeezed Luna's shoulder, smiling in spite of her own falling tears.

Twilight choked back a sob, slowly turning her glare to the black substance trapped in her magical hold. A vein took form over her forehead. Using her telekinesis, Twilight held the symbiote in place just above the ground with a trembling hand. Her teeth grinded to the core, masking seething pants, and the girl glared intently at the black substance. A flame erupted at the center of the symbiote, exploding in a precise radius before the fire spread and consumed the parasite. Twilight raised her hand, causing another explosion to occur, and the symbiote cried out, hissing as its slimy form was being reduced to a charred husk. The flames grew more malevolent with each explosion, the rock underneath liquefying to a molten form.

Twilight paused, watching the symbiote hiss weakly as her own muscles twitched. Peter's image flashed through the mind of the princess. Memories of his final breath and dying smile pulled at her heart, Twilight's hand clenched into a fist before she howled at the top of her lungs, an electrical spark rushing over to the symbiote and triggering an explosion that shredded it. The parasite's cries were drowned out by the crackles of the flames, and tears poured down the girl's cheeks as she watched the symbiote dissolve into a pile of ash, its smoking scent plaguing the air before a gentle breeze whisked the remains away.

"Twilight Sparkle?" Luna called out, her voice barely above the hint of a whisper. Her blue gaze fell to the side shamefully. "You should have destroyed me. You earned that right the moment I took Peter's life." Staying on her knees, the princess lowered her head and held her arms out. "I almost wish you had incinerated me along with that monster."

Twilight took a hold of the woman's arms, shaking her head disapprovingly as she lowered them. "That is not the answer. There is no meaning in dying." She brushed her stray tears away, pausing to stifle her growing sobs. "You're still my friend, Princess Luna, and you always will be. I love Peter, and I know he wouldn't want you to blame yourself for what's happened." Her defenses fell, evident by her pouring tears. Twilight sniffled, shielding her face with her forearm. "It was Venom. Not you. L-Let it go."

Luna watched the girl with a bewildered expression, her lower lip quivering. "I am sorry. This is the second time you have saved me from the darkness, and I have done nothing but cause you pain and misery in return. The symbiote fueled my jealousy, and I lost my way." The woman reached out, using her magic to brush Twilight's face clean before her lips curled into a saddened smile. "Twilight Sparkle, _you_ are the only one worthy of Peter's love. I will not allow you to suffer from loneliness the same way I have." Luna paused, stealing a glance at Twilight's stomach. "It would not be right to raise a child without the father."

Twilight's brow furrowed. "Princess Luna, I-"

Luna stood tall, clutching at the bruise on her side. "Time is of the essence. I can bring Peter back."

"Y-You can?! How?!" Twilight blurted out, her heart racing. Luna didn't respond, at least with words. The woman disappeared from sight in a flash of light. Twilight's eyes widened before she shifted her gaze to the city. She sensed Luna's magical energy heading towards the area Peter had been left in. Nodding, Twilight readied herself to follow, but she stopped, pausing to rub a hand over her bruised stomach. "Am I really…?" Shaking her head, she brushed her thoughts to the side and followed the princess via teleportation.

* * *

><p>Luna landed by Peter's side, wasting no time to fall to a knee, and the woman's body emitted a sky-blue aura while her hands glowed with a bright light. The number of spectators grew, citizens beginning to surround the pair, yet they kept their distance, perhaps out of respect or fear. Twilight floated gracefully to the ground, paying no mind to the hushed whispers that spread throughout the crowd. She only managed to steal a glance at her lover before her tears resurfaced. Twilight inhaled, suppressing her sobs long enough to realize Peter was without his mask. Spotting the mask on the ground, the princess knelt down to retrieve it.<p>

One man shook his head, dismayed. "He's… just a kid."

A pair of officers worked their way through the crowd. Carlie adjusted her glasses and waved the crowd back once she reached Twilight's side. "I am advising you all to back away. They need room to work!" As everyone heeded the woman's words, the officer turned to Twilight and whispered, "Please tell me you can save him. He just saved my life a few minutes ago." Twilight bit her lip, her violet gaze falling to the ground. Carlie nodded, clearing her throat before joining her fellow officer. "Help me set up a barricade."

Twilight turned and lowered her body, gently sliding Peter's mask back over his face. Light descended, magic creating a small circle underneath their bodies. Luna placed her hands over Peter's chest, prompting the energy surrounding her body to rush into his. A bright light flashed as small traces of energy escaped from the gaping wound on Spider-Man's shoulder before fresh scar tissue formed over its place, mending itself. All traces of damage began to dissolve, gashes fading from sight and color returning to his pale skin.

Luna's vision blurred, her eyes glazing over, but the princess refused to cease her actions, gritting her teeth before pouring more of her magic into Peter's being. This spell was forbidden for many reasons, yet she accepted the risks without a hint of hesitation. Luna would never be the same after this moment, as a great deal of herself would forever be a part of Peter, and vice versa. The princess jerked her head after nearly losing consciousness, evident by her grey, lifeless irises. That was, _if _she survived the procedure.

Luna would have much to answer for: from her sister, Twilight Sparkle, those she harmed, and the one she was currently so desperate to save. Strands of her dark-blue hair began to morph, flashing to a lighter shade. An electrical spark escaped from Peter's chest before the young man suddenly took in large breaths before settling into a normal rhythm. Twilight's eyes shot open as she threw her hands over her mouth, failing to mask a teary smile. The whirlwind of energy dissipated, dimming. Luna and Peter shared a glance, numb to the surrounding world.

The young man was quick to succumb to unconsciousness. Luna managed to smile, brushing the back of her hand against Spider-Man's masked cheek. She cared not for the repercussions that awaited, for this moment was worth it: to see Peter breathe once more. Everything turned black, and Luna collapsed by the young man's side. A bright light emitted from her body, morphing her form. The people stared in disbelief at what rested by Spider-Man's side. It was a blue alicorn with a dark blue crown on her head perched behind her horn. Her mane was sky-blue, hiding a portion of her face, and her coat was a slightly darker shade. She rested soundly. Her stature was drastically shortened from her previous amazon-like state.

Twilight's eyes grew wider in spite of how stained her face was with tears at the sight, but she was freed from her trance, once the sound of propellers filled the airwaves. A squadron of armored helicopters approached from the horizon, entering the city from a distance. Twilight grimaced, spotting a lone helicopter out of the corner of her eye. Its design was simple with the label "Bugle" etched on both sides of its body.

It seemed the armed forces and media were homing in on the area. Damage was widespread throughout the city, with Oscorp reduced to a pile of rubble, and Twilight's friends were at the center. From what she gathered from JARVIS and Peter, the odds of talking things out were slim to none with the trigger-happy members of the armed forces.

Twilight placed her hands over Peter and Luna before vanishing from sight in a flash of light. A few seconds later, the princess materialized next to Sunset Shimmer and repeated her previous action, teleporting with the girl. Spike and Felicia were evacuated in the same manner under the span of a minute. Lastly, as the helicopters were within the vicinity, Twilight appeared before the wreckage Logan was buried underneath. The princess raised a glowing hand, levitating the burning heap of metal from the ground, and she cringed at the sight of Wolverine, his body lathered with burns and scars. A pack of searchlights fell near their position and quickly approached, forcing Twilight to teleport herself and Logan away before they could be spotted.

* * *

><p>Princess Celestia's eyes widened. The strands of the Web of Life began to glow, its crimson aura returning life to the gossamer. All form of darkness left Luna's strand, but its magical energy spread throughout the web, fusing with the crimson aura. Suddenly, Luna's strand broke from the Web of Life, and the strands holding the images of the Elements of Harmony connected to the center.<p>

Each symbol glowed with violet energy before Twilight's image formed at the center. Spider-Man appeared by her side, both individuals sharing the center. Celestia furrowed her brow, gasping once a spider lowered itself from the Web. It held the Web of Life in place, tightening the strands before holding its position as if guarding the gossamer. A symbol of the moon appeared on its back, glowing brightly.

Celestia's mouth fell agape. "Luna… what did you do?"

* * *

><p><em>Nineteen Days Remain until the portal closes...<em>

Peter stirred, stretching his arms high over his head before forcing himself to sit upright. His vision spun, slowly focusing before eventually settling into place. He found a clock near his bedside, the time displayed being 9:55 P.M. His mind slowly played his last memories, particularly Venom, Twilight, and darkness. Peter's eyes widened in realization. He slid his hand under his tanktop, tracing the outline of the circular scar resting over his shoulder. The scar would not last due to his healing factor. Peter rotated his arm, stretching the shoulder before grimacing with a grin.

Beside a small hindering ache, he was healed. Peter rolled from the plush comforts of the bed, furrowing his brow at the sight of his brown tank-top and matching sweatpants. Twilight must have changed him with her magic, all evidence pointing to that belief with his Spider-Man costume folded together on the seat of a chair alongside Twilight's heroic wardrobe. Staggering to his feet, Peter ran a hand over the seat by his bedside, noting that it was still warm. Parker wandered out of his room, treading lightly until he reached the living area.

'_-speculation has several citizens stating that the moon was unusually closer to the Earth than usual last night, but pictures currently show that couldn't be further from the truth. We believe that-'_

Logan turned the television off and peeked up from his seat, smirking before lowering his head. "Look who crawled out of the grave."

Sunset Shimmer freed her sky-blue gaze from the projection at the center of the table, managing to give Peter a smile. Her shoulder was bandaged, wrapped in a sling. Spike rushed through the room, as gently as he could without knocking anything down with his massive frame, and once the dragon reached the young man, he lifted Peter from the ground and hugged him tightly, reminiscent to how a child would hold a doll. Felicia watched the sight from her seat, grinning before replacing the ice bag back over her forehead. Spike refused to relinquish his hold, chuckling feverishly while Peter folded his arms in an exasperated manner.

Logan downed the last of his beverage, crushing the can in his grip. "I don't blame the kid one bit, Parker. After you died, he knows not to take you for granted anymore."

Peter's eyes shot open as his complexion paled. "D-Died?! I thought I just blacked out." Arching a brow, the young man turned his gaze to the ceiling. "I don't remember dying. I do remember getting stabbed in the shoulder. That sucked. I also remember getting pinned to a car. That sucked even more. That was worse than the time I was buried alive for two weeks."

Shimmer blankly stared at the young man. "You come back from the dead, and you're already talking."

Logan shrugged. "What's worse is that he's actually being serious."

Peter freed his arm, scratching the side of his head. "Anyway, everything went hazy after I took that blast for Twilight." The young man tilted his head to the side. "Wait. If I died, how did I come back? Is this what Jean Grey goes through all of the time? Or Green Goblin? Or Elektra? Or…?"

Sunset Shimmer cleared her throat. "You can thank Princess Luna for that. She performed the resurrection spell." The girl paused, shifting her uncertain gaze to the side. "I didn't think it was possible to bring back the dead. I didn't think such a spell even existed in Equestria."

"How's that work?" Peter questioned, raising a brow.

Shimmer cringed, brushing a glowing hand over her shoulder. "I don't know. Princess Luna is the only one who knows the details." She returned her gaze to Peter. "It seems to have changed your magical signature. It's hard to explain. It feels the same, but there's something different about it. I can sense traces of Princess Luna's magical signature within you. I wonder if this is permanent?" Sunset closed her eyes. "Forget it. We have more important things to talk about."

Peter nodded. "Yeah. You can tell me what happened after I blacked out. What happened to Venom? I remember everyone getting thoroughly thrashed. How'd you guys pull it out?"

Spike eventually placed Peter down. "We didn't stop Venom. Twilight did."

Peter's eyes widened. "What?"

Felicia lowered the ice bag and groaned. "I was barely conscious when it happened. Right after you died, Twilight grew wings." The woman brought the bag back over her forehead. "I thought it was the concussion playing tricks on me, but apparently, it was all real."

Spike chuckled nervously. "Twilight's an alicorn. She had wings back in Equestria. I always thought it was weird that she didn't have them here on Earth."

Shimmer huffed. "I felt her magical signature skyrocket. Her powers were being suppressed somehow. I think your death gave Twilight the emotional push she needed to free Princess Luna and completely incinerate the Venom symbiote."

Peter furrowed his brow. "Whoa. Twilight did that?" He paused, waving his hands. "Wait. I thought alicorns were the only ones who could sense magic."

"Yeah. Remind me to never get on her bad side- Damn it!" Sunset recoiled, cursing under her breath as her magic continued to mend her injuries. "Unicorns can sense magic, too. Some are born with the ability, and it takes a lot of practice for others to learn."

Peter managed to smile, exhaling. "I knew Twilight was scary, but… sheesh." The young man glanced about, scanning his surroundings before furrowing his brow. "Speaking of which, where are Twilight and Luna?"

Spike pointed upstairs. "Princess Luna has been in her room since last night. Twilight went in there before you came in here. They've been really quiet today. I hope they're okay."

Logan folded his arms. "A lot happened yesterday, kid. Let's just give the women their space for right now. They'll come around when they're ready."

"Hopefully, sooner than later," Shimmer intervened, earning the collective gazes of everyone in the room. She ran her fingers over the holographic projection, expanding the image until a new picture was formed. Osborn's goblin form had grown considerably, matching the physique of the Hulk in a sense. Shimmer shook her head as scrolls of text appeared next to Osborn. "It looks like Osborn has completely absorbed Discord's presence. He's holed up in Latveria, resting from the symbiosis."

Peter frowned. "Latveria? That's Doom's territory. Did they team up or something?"

Sunset shook her head. Images appeared underneath the Goblin. "Afraid not. Osborn took over the castle with his army."

Logan rubbed the underside of his chin. "I find that hard to believe. Osborn may have some power now, but he can't beat Doom easily with a few bots."

The images cleared, revealing a new set of individuals. Peter and Logan stammered, their mouths agape. Captain America, Thor, Iron Man, and Nick Fury appeared underneath Osborn.

Peter grimaced. "Oh, no. You mean…? Like the Hulk?"

Shimmer closed the projection, shaking her head. "Yeah. They're all possessed under Osborn's influence, and it's not just them. There's more, but the files didn't show any specifics. No one has seen or heard from Doctor Doom since Osborn invaded. The army of robots patrols the grounds, and the heroes are doing the same inside."

Logan growled, slamming his fist against the table. "Damn. This explains why I couldn't get a hold of the X-Men. That bastard's been recruiting heroes, adding them to his army."

Felicia's eyes widened. "He already had an army of villains. If he's been picking up heroes, we might be the only ones left. That means we're seriously outgunned."

Peter scratched the back of his head, stealing a glance at the ceiling. "If it wasn't for Doctor Strange's magic, they would have found the Sanctum Sanctorum by now."

Shimmer frowned. "I don't think Osborn wants to find us. If he did, he would have gone after Twilight at the Bugle by now. From what I read in the schematics, Osborn needs two weeks of rest before he can carry out his final plan." The holographic projection flashed, revealing an image of two worlds. A line glowed between the spheres before both orbs disappeared in a flash of light. "He wants to go between the realms of Earth and Equestria. From there, he'll sever the tie between both worlds and erase all of reality. Then, he'll create a world in his image as the Goblin King."

An eerie silence filled the room before Peter brought a hand over his mouth. "Osborn… is really trying to play God."

Logan growled. "So, what do we do?"

Peter's brow lowered. "What else? We have two weeks to get ready. We're obviously in no shape to fight Osborn or his army right now. Let's take some time to study the building schematics and discuss strategy. It'll give me time to work on some inventions and grab some things from Equestria." He paused, stealing a glance at the sword across the room. "I also think it's time I learn how to use the Equestrian Saber. We'll need all the help we can get."

Shimmer arched a brow. "What are you planning on doing?"

Peter smiled, making his way to a standing position. "I'm going to talk to Luna."

Logan sniffed the air, pointing behind Peter. "You better brace yerself first, Parker."

Peter stammered, tilting his head to the side. "Huh? For wha-?"

"My baby!" May tearfully exclaimed, throwing her arms around Peter's neck.

Felicia excused herself with a smile while Sunset Shimmer nonchalantly returned her attention to the holographic projection. Spike smiled and hugged both May and Peter, causing the older woman to sob happily and the young man to exhale.

Logan smirked, walking past the trio. "Looks like it'll have to wait 'til the morning, Parker. You should just enjoy the moment."

Peter closed his eyes, grinning in a defeated manner before returning May's and Spike's embrace to the best of his ability. "Yeah. You're right."

* * *

><p>"Princess Luna?" Twilight quietly called out as she knocked on the door. No response was given. Twilight inhaled deeply, forcing the lump in her throat down with a swallow before leaning against the door. "I know you asked to be alone for a while, but there was something I really wanted to ask you." Her voice cracked, revealing her growing uncertainty. "Please? It's urgent."<p>

A bright light flashed momentarily, escaping from underneath the door. Magical energy suddenly enveloped the knob and turned it, allowing the door to open slightly. Twilight peeked inside, her eyes stiffening as she found Luna sitting by the window with her knees pulled to her breasts. The princess closed the door behind her once she stepped inside. The room was dark with little moonlight invading through the opening in the curtain. Luna never lifted her gaze, keeping her face buried in her arms.

Twilight raised a hand, wanting to reach out to the woman, but she decided against the notion, choosing to instead sit on the edge of Luna's untouched bed. The air was tense, making the simple art of breathing difficult, yet both women maintained their silence, praying that the other would speak first. After what transpired yesterday, what could they possibly say? Luna's fingers dug into her dress as she pulled against her arms. She wanted to disappear, to fade into nothingness and never return. A monster such as herself deserved such a fate.

Twilight furrowed her brow, shifting her sight to the beam of light narrowly entering the room. Her eyes were already beginning to hurt. "Are you okay, Princess Luna? I-I'm sorry for disturbing you like this."

Luna shook her head, sighing. "Do not apologize, Twilight Sparkle. I should be groveling before you for what I've done."

Twilight leaned forward, concern evident in her eyes. "Princess Luna. Please. It wasn't your fault."

"You're much too soft like my sister," Luna whispered, her voice wavering. Twilight opened her mouth, ready to respond, but Luna raised her head, without lifting her gaze. "I do not want your pity nor do I deserve it. Just… leave me." Luna turned around until her back faced her sister's pupil. Twilight's eyes softened as she reached out, but she pulled her hand away before it could fall over Luna's shoulder, deciding to give the princess her space. Nodding, she stood before making her way to the door. "Twilight Sparkle?" Luna softly called out once the princess reached the door. "In regards to your question, I believe you can sense the life you're carrying as well."

Twilight inhaled sharply, rubbing a hand over her stomach before returning her gaze back to Luna. "I've been sensing it for a while now, but I didn't know what to make of it. I'm still adjusting to my alicorn powers." She closed her eyes, humming as her senses centered on the tiny hint of life dwelling in her being. Twilight's lips curled into a frown. "How did this happen? I'm still a pony, and my cycle isn't set to happen for another three weeks!" Her brow lowered. "Not just that. It should be impossible for me to get pregnant! My spirit is sealed inside of a vessel!" She tapped her hands against her body frantically. "This is an avatar for my soul! This _shouldn't_ be happening!

Luna lifted her gaze, although she only glanced at Twilight from the corner of her eye. "I have thought about that. It seems the sorcerer was wrong. If your body was truly just a vessel for your spirit, you shouldn't feel hunger, exhaustion, or any bodily sensation. You transformed, exactly as Peter did when he came to Equestria. Conception is very possible for you, on Earth _and_ Equestria." Her eyes glowed momentarily. "Judging from your thoughts, you and Peter had not taken precautions during your times of intimacy," she bluntly declared, causing Twilight's face to burn.

Luna returned her gaze to the window before clearing her throat. "My apologies for prying into your thoughts. I am equally curious to what may have led to this phenomenon. Because of the link you two share, your body accepted the changes relatively quickly. Peter would not have any difficulty impregnating you as a pony. It stands to reason that the same could be said now. Honestly, if that's the case, you couldn't have prevented this from happening. You were misled. It was outside of your control. The sorcerer and psychic brought you here without taking this into consideration."

Twilight was silent, as if considering Princess Luna's words. "By the stars, why is this happening?"

After an awkward silence, Luna huffed. "Do you have any regrets?"

Twilight's mind sank into a vortex. She was happy, yet terrified. Of all the luck, she was pregnant. Princess Twilight Sparkle was going to be a mother, but this was happening much sooner than she would have liked. The girl's breathing grew shallow as her heart rate quickened. By the stars. _Peter_. What would he think of this news? Would he even want to be a part of it? Twilight slammed her eyes shut and gripped a few strands of her violet locks, chiding the thought.

This was an accident, yet she didn't want to label her child as such. Tears began to roll down her cheeks. She and Peter had always made love to each other. Was it careless for them not to consider this possibility? The princess shook her head. So much was happening. The end of reality was looming around the horizon, Peter had been brought back from the brink of death, and now, Twilight had to worry about impending parenthood. It was overwhelming, as if the entire world was placed over her shoulders. Twilight wiped her face clean. She knew what she had to do.

"No. I'm afraid," Twilight sniffled, managing to smile, "but I don't have any regrets."

Luna nodded. "Then go to him."

"Thank you, Princess Luna," Twilight whispered, closing the door behind her. She turned back, ready to speak to the princess of the moon once more, but Luna vanished from sight before Twilight could say anything. Shaking her head, the librarian buried her face behind the palms of her hands and sighed. "What do I do? How do I tell him?" Lost in her trance, the princess met with a barricade. Twilight clumsily stumbled back, but a strong arm wrapped around her waist, allowing her to peek up and meet a familiar pair of warm, hazel irises. "Ah!"

Peter grinned. "Well, _excuse me_, princess! I've been looking for-" He had no hope of finishing his sentence as Twilight's hand soared through the air and struck the side of his face, the slap echoing across the hall. Peter stared at the girl with a wide-eyed gaze, holding his hand over his cheek. "Okay. I had that one coming."

"Shut up! Why did you do that?!" she yelled, punching Peter's chest repeatedly until her voice wavered. Sniffling, the princess shuddered before resting her forehead against her lover's neck. "Stupid! Stupid! Stupid!"

Peter wrapped his arms around her waist. "I'm sorry. I just… reacted, but I'd do it a million times over if it meant I could save you." His eyes widened at a realization. The top of Twilight's forehead reached his chin, whereas it used to barely reached the center of his chest. "Wait. Did you get taller?" It was swift, Twilight's hand striking his face a second time. Peter blinked. "Okay. Seriously. Ow."

Twilight buried her face into the crook of Peter's neck. "You just woke up after being brought back from the dead, and the first thing you ask is if I'm taller?"

Peter chuckled. "I _was_ going to ask if you needed wing-holes in your shirts now, but it seems you can pull them out at will." He furrowed his brow, levitating his hand over the top of the girl's head. "No. Really. You _are _taller."

After a few moments, Twilight's muffled laughter could be heard. "You're so stupid."

Her mouth pressed against his, and her arms wrapped around his neck before Peter could hope to finish his question. The young man nearly lost his footing, leaning against the wall for support, but he quickly returned the girl's affection, placing both hands over her hips. Twilight pulled away, panting as she cupped Peter's face in her hands and rested her forehead against his. Their faces were inches apart, the princess staring deeply into her knight's hazel irises.

Her emotions were at a zenith, Twilight refusing to part from Peter in spite of her growing sobs and pouring tears. She eventually yielded, burying her face into the crook of the young man's neck. Twilight sobbed uncontrollably, tightening her embrace out of the fear of losing her lover again. Peter's eyes softened, even as his neck and shirt grew damp.

Twilight whimpered, placing the side of her head against Peter's chest. "By the stars, Peter, I am _never_ letting you go again." His heartbeat echoed throughout her eardrum, its rhythm melodic and soothing. Twilight let out a small peep as Peter lifted her into his arms bridal style, but she sighed contently, never removing her arms from around his neck. The girl nodded inwardly. The warm light lingering in her stomach was still there. It was time Peter learned the truth. "Peter. Let's go to our room. There's something I need to tell you."

Peter raised a brow. "What is it?"

"Well…" Twilight trailed off, wishing she could have rehearsed this. The girl sighed. Even if she had, reality was very different from practice. "It's not easy to say."

Peter smiled. "You know you can tell me anything." His voice was soft, lathered with affection and concern.

Twilight slammed her eyes shut. "I'm pregnant."

* * *

><p>A few minutes had passed. Twilight sat on the edge of her bed while Peter paced across the room, a bandage placed over the knot on his forehead. He practically fainted in the hallway, hitting his head in the process, but at the very least, the knight made certain that the princess fell on top of him in contrast to his body crushing hers. However, Peter was elated, grinning uncontrollably, but he couldn't help worrying about the news, going so far as to pace across the ceiling without missing a step. He hopped down, landing perfectly on his feet inches from Twilight.<p>

"I'm sorry I got you into this," Twilight sadly whispered.

Peter nervously chuckled. "It takes two to make a baby. We're both to blame. I… _We_ should have been more careful." He paused, sobering. "What's done is done. We can't go back and change the past. Even if we could, I wouldn't, and I think you'd stay the course, too."

Twilight gave the young man an affirming nod, blushing. "Honestly, you're right. I don't have any regrets about this. I'm just… scared."

Peter placed his hand over Twilight's shoulder, squeezing it gently. "That's okay. I'm practically shaking right now, too. I'm happy I'm with you, but I never thought I could be a father."

Twilight tilted her head to the side. "Why?"

"I thought I would have found a way to chase you away before we could even _think _about having children. You know how bad my luck is," Peter softly declared, shifting his gaze to the ceiling. "Were you afraid to tell me?"

Twilight sighed, nodding. "Yes. I thought you might have panicked." Peter rolled his eyes, rubbing at the knot on his head. Twilight waved her hand defensively, smiling. "I was afraid you'd take the news _badly_. I mean, I thought you would have left _me_ for a moment."

Peter chuckled. He extended his hand, palm up. Twilight placed her hand in his. "You should know better by now. I'm with you no matter what. That's our promise. We'll see everything through together."

Her heavy stare matched his. "I know, but we're so _young_."

Peter huffed. "Yeah. The paparazzi will have a field day when we get back to Equestria."

Twilight frowned. "I'm serious, Peter. We just started dating, and something like _this_ happens. It's not going to be easy. Can we really raise a child?"

Folding his arms, the young man nodded. "We can, and we will. We can't doubt ourselves."

She bit her lip. "So, what do we do?"

Peter gave the princess a wide grin. "We raise this kid and love each other during the whole adventure."

Twilight giggled. "Just like that?"

Peter nodded. "Just like that."

Tears escaped from the corner of Twilight's eyes, yet she held her smile. "You're so simple-minded." The princess raised a finger. "Do they have any books on parenthood and dealing with the side effects of pregnancy? I'd like to do a little research while we wait. It's going to be a long eleven months."

Peter playfully poked the center of Twilight's forehead. "Just don't destroy any libraries while you do. You were already moody before."

Twilight glared at Peter. "Shut up."

The room fell into another moment of silence after a shared moment of laughter. Peter knelt down beneath his princess, placing one hand on her hip while the other caressed her thigh. Twilight stifled a giggle as the young man placed the side of his head against her stomach. His smile seemed permanent. Both of their faces burned, harboring a blush. Twilight ran her fingers through Peter's unkempt hair. This silence. This moment. They were going to be parents. Nothing _needed_ to be said. Their actions spoke louder than any words they could have mustered. They were together, ready to see this through.

In the end, that's all that mattered.


	56. Prelude to Battle

_**Chapter Fifty-Six "Prelude to Battle" **_

_Eighteen Days Remain until the portal closes…_

Peter knocked on the door to Luna's room. Morning had come relatively quickly, although the young man couldn't bring himself to sleep during the night. He still felt ecstatic about the news Twilight gave him last night. Peter Parker, a guy who was down on his luck a few months ago, was going to be a father and start a family. However, as much as he would have loved to revel in this fleeting feeling, there were things that needed to be done to ensure the safety of Equestria, Earth, Twilight, the baby, and the rather thin fabric of reality itself. Peter knew the best way to start was to talk with Princess Luna about the Equestrian Saber, as well as other matters.

He only hoped the princess was willing to converse, seeing as she had cut herself off from the group ever since she was freed from Venom's control. Fortunately, it seemed Luna had considered the invitation; magical energy turned the knob before opening the door. Peter slowly made his way inside, pausing once the magic closed the door behind him. His eyes widened once they found Luna, the woman sitting at the head of the bed with a dreary gaze, slumped shoulders, and knees pulled to her breasts. Peter took a seat at the foot of the bed before placing the sheathed saber on the chair across the room.

Luna raised her head and met his gaze, smiling momentarily before her eyes drifted to the side shamefully. The princess wanted nothing more than to exile herself to the moon for allowing Peter into the room. She did not deserve to live-let alone be allowed within close proximity of anyone-but Luna longed just to see Peter's face. It was selfish to think like this after what had transpired. Luna's eyes softened. She was pathetic.

Peter broke Luna's train of thought with a smile. "Hey. How are you holding up?"

Luna shook her head. "What kind of question is that? You shouldn't have come here, Peter." Her tone was low, representing her melancholic demeanor. The princess alternated her gaze between Peter and the ground. The young man refused to leave her side, scooting closer even as Luna attempted to increase the distance between them. She chided herself. Princess Luna, proud co-ruler of Equestria, was stricken with trepidation, evident by her shivering hands. Luna bit her lip, gathering her diminishing resolve before glaring at Peter. "Leave at once. I have nothing to say to you."

Peter's expression stiffened, but he held his position firmly. "Come on. Don't be like that. The worst thing you can do right now is shut everyone out. When Gwen died, I pushed everyone away. It wasn't until I came to Equestria that I started to learn how much it helps to have friends. Twilight. Applejack. . I'm here because of all of you never stopped believing in me. We're friends forever, right?" Luna recoiled at the young's man soft yet firm declaration, his gentleness chipping away slowly at her hard exterior like a chisel. She weakly nodded, prompting Peter to place a hand over her leg. "What happened yesterday... it wasn't your fault."

Gritting her teeth, Luna rose from the bed and stomped past Peter until she reached the window. "Cease at once! Your maudlinness makes me sick." She clutched at the wall before turning around, poking her finger accusingly against the young man's chest. "You held back during our fight yesterday because you believed in me! Your foolishness cost you your life!" Luna's eyes were bloodshot, her tears pouring profusely.

Peter placed his hands on Luna's shoulders. "...and _you_ saved _my_ life. That is the Luna I know. It's that Luna that's become one of my closest friends."

She finally managed to hold eye contact with Peter, her choked sobs growing in volume. "Why? How could you hold me so close?! I am in love with you, and the symbiote turned my feelings against you! I am nothing but a weakling, helpless before my impending darkness. Twice, _twice_ I had to be rescued by Twilight Sparkle! She had every right to destroy me, but she didn't. What good am I when I can't control my own power?!"

"It's because Twilight loves you," Peter whispered, grinning. "I love you, too. I love all of my friends just like she does." He cupped Luna's chin with his fingers, making certain her gaze remained centered on his. "Just because I don't love you in the way I do for Twilight doesn't mean you're not special to me. That's why I can't leave you alone like this. You're my friend. You'll _always_ be my friend. In fact I'd consider you a best friend. That's how much you mean to me. Don't lose all your hope because of a few bad incidents."

"Hope…" Luna whispered, turning sharply on her heel, the princess made certain her back faced Peter as she attempted to level her breathing. "Loneliness is all I deserve. That much is certain. I failed my sister, Twilight, and you. My life is forfeit."

Peter closed the gap until he was mere inches from the princess. They were practically the same height now, at least in her human form, but Luna felt tiny, like an ant under the full moon's bright glare. Her pony form was just as small now as well.

She dove deep into her thoughts, retreating like the coward she was. It was the only solace Luna could hope to find. Reality faded, and around her the city devastated by Venom last night began to materialize. It was blurry on the outskirts, but the princess sighed, folding her arms as she stood on the edge of one of the city's tallest building rooftops. It was tranquil, the only sound being that of her own heartbeat, but it only added to her pain, its rhythm slow and desolate.

It reminded her of her time on the moon. Luna's hand fell over her eyes, failing to catch her falling tears. This was fitting for one with such a weak heart, locked away in an empty void. A black substance appeared, a pair of tendrils ripping from the ground before they spiraled together and took the form of Venom. Strands of webbing began to levitate toward Luna, but the princess cared not for their advance, falling to her knees and sobbing. However, a bright light fell over the woman's body, guarding her as its rays burned the gossamer to ashes.

Venom's blank eyes widened before a series of blows were dealt, each delivered to his jaw at breakneck speed. The symbiote collapsed, rolling to the edge of the building in an unconscious heap. Luna opened her eyes, finding Spider-Man standing over her without his mask. As Peter squatted next to the princess, Luna's thoughts raced out of control. An image of young Scootaloo appeared, smiling as Pipsqueak and several others joined in. They faded, morphing into orbs of energy before rushing into Luna's chest. Twilight materialized behind the princess, embracing the woman before her image faded as well.

Luna peeked up, finding Peter had not moved an inch. He was there in spite of everything she had done. She could feel his thoughts as if he was talking to her, comforting her, yet Peter said nothing, all while giving the woman a genuine smile. The surrounding temperature around the princess rose, intensifying once Peter placed his arm around her shoulder and pulled Luna close. This was vastly different from the cold reaches of loneliness she knew all too well. This was a bright, all-encompassing warmth that soothed. Luna's eyes hurt, yet it couldn't match the ache in her heart. This wasn't like the pain of rejection.

Luna lowered her guard, wanting to cherish this sensation, and fresh tears rolled down her cheek, prompting Peter to tighten his embrace. They remained as such for what seemed like countless eons, with Luna finally allowing her true emotions to show. Peter remained by her side, caring not for his friend's weakness. His thoughts entered her mind. She was not alone, nor would she ever be. For as long as Peter lived, their friendship would never die. She had him, Twilight, and several others waiting for her to return to Equestria. She was loved, always had been, and always would be.

"Please..." Luna tearfully sobbed, burying her face into Peter's chest. "Never leave my side, Peter."

Peter smiled, kissing the top of Luna's head. "I wouldn't dream of it, Luna."

The environment dissipated into nothingness, fading until the surroundings resembled Luna's bedroom within the Sanctum Sanctorum. She opened her eyes, cooing once she realized Peter had wrapped both of his arms around her waist. Luna's tears dripped from her chin and seeped into the young man's jacket, dampening the material, and she managed to smile, finally returning her friend's affection in full by wrapping her arms around his neck. This was a sign of weakness, to allow someone to see this vulnerability, but it was a strength to solidify a bond she was unaware of.

Luna loved Peter. That wouldn't change, yet she was perfectly fine in her current position, supported by the one who wouldn't abandon her despite the circumstance. This was a reason to live. Luna wanted to watch Peter grow, to mature, to live, and to raise his future child. She was weak, but as long as Peter was by her side, their friendship would chase away each other's darkness. While a tiny part of her clinged to hope that things would change, for now, Luna was content. She smiled a wide, toothy grin, the Princess Luna equivalent of unmatched glee. Peter grinned, nodding at their shared thought.

They were a part of each other now, after all. Nothing would change that, not as long as Peter remained Luna's closest friend.

* * *

><p>Nearly an hour had passed, but the pair eventually parted, free of any anxiety that previously plagued their thoughts before. As Luna used a cloth to wipe her face clean, Peter walked over and retrieved the Equestrian Saber before taking a seat beside the princess on the bed.<p>

He paused, playfully poking the side of Luna's head. "That was pretty cool. I can hear your thoughts now. I can see them, too. So, is this going to be our thing now? It must be because of that spell you used to bring me back."

Luna nodded, swatting Peter's hand away. "Yes. I used my magic to mend your wounds and retrieve your soul from the brink. Now, a portion of my spirit is infused with yours. It seems we developed a telepathic link in the process, but your ability is far more limited than my own. You can only hear my thoughts, whereas I can hear the thoughts of many without mental guards. However, your range is limited. You can hear my thoughts as long as you're within a few meters of me."

Peter arched a brow, contemplating the woman's response. "That would explain why I haven't heard anyone else's thoughts." The young man held his hands out inches away from his face. His sixth sense hummed before traces of violet and blue aura glowed from his body. Peter slammed his eyes shut and opened them, finding the energy surrounding his body had flashed to a shade of gold. Stammering, Peter shook his head frantically. "What's happening?!"

Luna frowned. "Nothing. You have developed the ability to sense magic. It seems to have integrated with your sixth sense for danger." She reached forward, resting the palm of her hand against Peter's forehead. "Do not be alarmed. Calm your mind. It is perfectly normal for unicorns and alicorns to experience this."

The color in his eyes glowed with the same color before returning to hazel. The energy dissipated and faded from sight that same moment. Peter blinked, baffled. "Whoa. Totally bizarre. I can feel it. It's in the air, the ground, you, and me." He closed his eyes and sighed contently, a sense of warmth spreading through his chest. "It's like you and Twilight are right here with me. I know it sounds cheesy, but-"

Luna's lips curled into a smile. "Yes. The bond you forged with Twilight is there, along with the magical link that ties you two together. No matter the distance, you are never truly apart. She experiences the same sensations you are currently experiencing on a daily basis. After all, your spirits were linked the moment you were brought to Earth. My spirit is a part of yours as much as yours is within my own. Admittedly, it will take time for you to adjust to your heightened senses."

Peter chuckled, rubbing the side of his head. "So, I have to get used to my Spider Sense all over again? Great."

Luna reached out until her index finger touched the center of Peter's chest. "You have been gifted with an astonishingly high magical signature due to your conjoined link with Twilight Sparkle. As I looked through your memories, I could see several incidents where something slipped and your powers seeped through the cracks. Twilight was powerful as a unicorn, but her magical signature reached staggering new heights once she transformed into an alicorn. The same could be said for you. Unfortunately, it seems your body is not ready to transform. It's understandable. Your biology was already heavily altered, but now your body is bearing the magical signature of two alicorns."

Peter tilted his head to the side. "Okay. You're losing me. You're saying that I'm like you, Cadance, and Princess Celestia now? If that's the case, how come I don't have wings?" He shook his head, waving his hand dismissively. "You know what? Never mind. Will my body ever transform?"

Luna furrowed her brow. "I am not certain. This is just as much of an experience for me as it is for you, but I do believe you will transform. It may be today, a few weeks from now, or decades even before you transform and complete the symbiosis. Magically? You are an alicorn, and it's safe to assume you will have the lifespan of one. Physically? You merely lack wings and experience. So practice patience, my friend. In the meantime, grow and adapt as you usually do."

"Lifespan…?" Peter trailed off, his eyes softening. "Alicorns _are_ immortal. I _knew_ it! I always wondered why Twilight avoided the question."

Luna shook her head. "No. Alicorns are not immortal. We can be killed through disease and other means, but we are impervious against the grips of time. To watch those closest to you age and pass is difficult. Twilight did not wish to imagine losing you to the test of time. You should consult with her about this news. It will provide a sense of relief for her."

Peter's eyes widened. "I always asked her if she was immortal, but she never answered me directly." He managed to smile. "She was afraid. I _know_ how she is, but…" Peter began to laugh lightly, perhaps out of relief. "This is so much to take in, but… at least I know I don't have to worry about _age_ breaking us up in the future." Peter furrowed his brow. "So, how _will_ I transform?"

The princess inhaled deeply. "Unfortunately, I do not have the answer in regards to how you will transform. It may occur over time, or you may need an emotional push. I am uncertain, but I vow to help you to the greatest of my ability. I have experienced the trials and tribulations that you are sure to go through."

Peter glanced off to the side, a ghost of a smile appearing on his face. "Immortal…"

Clearing her throat, Luna gave Peter a stern expression. "Due to the link you share, you are potentially as powerful as Twilight, but you've been unable to properly access your magic without losing control. A unicorn is not meant to use the magic of an alicorn. With my magic infused with yours, I hastened your growth and can give you guidance." Using her telekinesis, Luna levitated the Equestrian Saber in front of her position and held it in place until Peter grabbed its handle. The princess nodded, her gaze firm. "It's time I pass on my knowledge of this to you."

Peter arched a brow at the woman's words before the gem at the center of the sword's guard glowed, emitting a blue light. That same energy spread throughout the blade, humming as it burned brightly. "Whoa. It didn't do _this_ when Sombra used it."

Luna placed her hand over Peter's, particularly the one that held the sword. "That is because Sombra and his father were not properly chosen. The 'Equestrian Saber' is merely a name they bestowed on the sword for its sharp edge. Its true name is _Celsius_, and it is the sister blade of _Ignus Solaris_. _Celsius_ only reacts to those it deems worthy."

Peter's eyes widened once the blade disappeared, its energy spiraling around his body. "_Celsius_? Sister blade?" His mouth fell agape. "Wait. Luna, this is _your_ sword!"

Luna ran her fingers through the cool energy. "Many eons ago, my sister and I were preparing to deal with a world crisis. In order to fight the impending threat, both of us had weapons forged with griffin steel and bonded them with our magical signatures. My sister's weapon took the form of a glaive, its steel always burning with the eternal flames of the sun. Thus, _Ignus Solaris_ was born. _Celsius_ was different, developing the ability to shapeshift. It shares my essence. My thoughts. My heart. That is why it has chosen you. _Celsius_ believes in your potential."

"Shapeshift?" Peter questioned, following the trail of energy as it continued to spiral around his body. "So, does this mean the Eques- I mean, _Celsius_- can be any weapon? Why's it still a sword? I've never been a sword guy."

Luna gave an affirming nod. "Mostly. It takes the form it believes is most suitable for the wielder. When I last wielded _Celsius_, it took many forms, but when I lost the ability to wield it properly, it took the form of a sword and remained as such for eons until now." Energy from the air joined the blade, and it erupted with a bright light, forcing Peter and Luna to slam their eyes shut. The princess slowly opened her eyes first, inhaling sharply at the form _Celsius_ took. It's blade was sharp and the energy burned brightly, resembling a beacon of light. Peter stood, holding the sword with both of his hands as the energy hummed. Luna stood as well, placing a hand over Peter's shoulder. "It seems _Celsius_ desires to truly be a saber."

Peter stared at _Celsius_ for several moments before eventually stealing a glance at Luna. "Hey. How did you lose the ability to use _Celsius_? I remember you telling me that the blade would eventually resemble a saber in the right hands. It's pretty clear you understand how _Celsius_ thinks, better than I ever could." The young man extended the weapon, offering the handle to the princess. "It's _your_ weapon. You should take it back."

Luna bit her lip, cringing at the thought. The princess was silent before she folded her arms across her breasts. "I lost the ability to use _Celsius_ when I transformed into Nightmare Moon." Placing her hand against the handle, Luna shook her head and pushed it back to Peter. Her smile resurfaced. "_Celsius_ is a reflection of me. It has accepted you as its wielder, as I have… accepted you as my closest friend. I would be honored if you wielded it to the greatest of your ability. As you grow and mature, _Celsius_ will do the same, altering its form to match you. I only ask for one thing in return, Peter."

Peter arched a brow. "Uh, sure. What would that be?"

Luna closed the gap, making certain her royal blue gaze stood across from Peter's hazel irises. "You must not hold back in the upcoming battle. You are my friend, and I understand your feelings. However, Norman Osborn is a complete monster. His intentions and history are enough indications for us to put him down once and for all. You have a good heart, Peter. I know it is difficult to ask this of you, but you are sworn to protect Equestria and those around you at all costs. It is your duty as a knight. You held back against me and died. Osborn _will_ kill you, the rest of us, and everyone in existence should you approach him in the same manner."

Peter's gaze fell to the side, shamefully. Luna nodded. She walked past the young man. Her face burned at a thought. She leaned over and kissed his cheek before walking out of the door.

However, Luna glanced at Peter from the corner of her eye. "You have too much to live for. Should you die, who will watch after Twilight and your child? To fight for the sake of others, to destroy for the greater good. It is a delicate path no one wishes to cross. You managed to find the courage to destroy Sombra. I am certain you will do the same with Norman Osborn. Even if you do not, I will gladly accept the burden and finish him on your behalf." Nodding, the woman walked across the corner. "Trust your heart and your friends. The burden is never yours alone. That is what you taught me, but that's not important. What _is_ important, is your decision about the Green Goblin."

Peter sighed after Luna was out of hearing range, both physically and mentally. He ran his fingers against _Celsius_, causing its aura to dissipate until his somber reflection could be seen within the blade's smooth surface.

"The right thing to do..."

* * *

><p><em>Fourteen Days Remain until the portal closes…<em>

Sunset Shimmer removed the sling from her shoulder, pausing to rotate her arm in a circle. She held her hand out and stared at it for several moments before clenching it into a tight fist. Shimmer let out a desolate sigh, returning her gaze to the holographic projection at the center of the table. The Goblin's maniacal laughter echoed across the regions of her mind before images of Princess Celestia's saddened expression flashed through Sunset's eyes. Shaking her head, Shimmer exhaled and massaged her temples.

"I just want this to end," Sunset groaned, pulling at strands of her crimson and blonde hair.

Opening her eyes, the girl focused intently on the irritation lingering in her chest. Her teeth began to sharpen into fangs, and her hands grew to resemble claws. Sunset growled as her skin lost its fair complexion, morphing to a dark shade of crimson. However, Osborn's image intruded into her thoughts, breaking Shimmer's concentration. The girl slammed her head against the table, causing her body to return to normal haphazardly.

Through slow labored breaths, Sunset punched the center of her forehead. "Damn it! I still can't control it." Shimmer winced, gingerly running her finger over the small cut on her forehead. "I won't be much help unless I get an edge."

"Looks risky," Logan's gruff voice declared from behind, causing Shimmer to turn and find the X-Man standing by the door with his arms crossed. Wolverine huffed, his stern expression intact. "I know what yer' thinking, and it ain't worth it. This might be what the Goblin's hoping for."

Shimmer gritted her teeth, prepared to retaliate, but she shook her head, glancing off to the side shamefully. "So what? I have to try! It's my fault the situation's as bad as it is." Biting down on her lip, Sunset glared at Logan. "If I don't put it all on the line, I'll never forgive myself, and _she'll_ never forgive me either."

Logan shrugged. "You made a mistake, kid. I know what it's like, trust me. I have a lot to answer for when my time comes around." His tone, while still rough, was considerably softer. Shimmer felt something stir within her, but before she could begin to contemplate what the feeling was, Logan turned and opened the door, preparing to make his exit. "My advice, before you ask for anyone's forgiveness, you have to forgive yourself first." A ghost of a smile formed on Wolverine's face, albeit briefly. "We already forgave you. I think it's yer' turn now," he stated, closing the door behind him.

Sunset inhaled deeply before exhaling. The unsettling irritation resurfaced within her chest, slowly dissolving and giving birth to a new sensation. Princess Celestia's words were beginning to make sense, but Shimmer almost refused to believe that friends were as important as her former teacher declared them to be. Sunset blinked before images of the group that took her in flashed across her eyes. There was the babbling idiot, the scatter-brained klutz, the cocky dragon, the flirtatious cat burglar, and the guy with the claws. They were a peculiar lot to Sunset Shimmer, but they were tolerable, if not pleasant company.

At the very least, she owed this pathetic bunch for giving a traitor like herself a second chance. Shimmer's fangs and claws grew, but her eyes remained a bright shade of blue, all traces of yellow fading from her irises. Sunset couldn't forgive herself, not just yet. However, she vowed to look out for her acquaintances until she understood what Princess Celestia meant by valuing friendship. The corner of Shimmer's lips curled into a smile. Only then, could she forgive herself.

* * *

><p><em>Twelve Days Remain until the portal closes…<em>

Peter walked alongside his aunt through the graveyard, keeping his gaze fixed on the ground as she wrapped her arms around one of his own. They eventually reached the stone of interest, Benjamin Parker's name forged into the marble. May inhaled deeply, clearing her throat in a futile attempt to stifle her sobs, but the older woman yielded to her emotions, crying openly. Peter stared at his uncle's grave while May recollected her nerve, his somber expression faltering. Eventually, the older woman gathered herself before embracing her nephew.

"I miss him so much," she whispered, wrapping her arms around Peter's neck while he placed his over her hips. She managed to smile. "It feels strange leaving him behind."

Peter shook his head, tightening his embrace. "We're not leaving him. Uncle Ben's body may stay here, but I know he's with us in spirit as long as we don't forget him."

May pulled away and brought her hands up to Peter's cheeks, smiling as her tears continued to fall. "You're right, honey. I just wish Ben could see how well you turned out." She brushed a strand of her gray hair behind her ear, pausing to plant a soft kiss on her nephew's cheek. "Ben. Your mother. Your father. You're all of them, wrapped up into one wonderful person."

Peter's lips curled into a smile in spite of his burning face. "Don't forget. You're part of me, too."

May sniffed, brushing the tears from her face. They eventually parted, turning their gazes to Princess Luna. "Are you sure I should leave now, Peter?"

Peter gave the older woman an affirming nod. "Yeah. Things are going to get hectic soon, and Princess Luna can't make the trip too many more times with her power sapped. You'll help her out a ton by going now."

May hesitantly nodded before kissing the tip of her fingers and pressing them against Ben's grave. Afterwards, she embraced Peter, shivering as she squeezed the young man with all of her strength.

Placing his hands on her shoulders, Peter pulled his aunt away and motioned his hand for Luna to come over. "When you make it to Equestria, don't panic. Talking ponies are the dominant species there. Just stay calm and listen to anything Princess Luna and Celestia have to say, especially when you transform. They won't let anything happen to you. I promise." Peter took a few steps back and waved, prompting Luna to place a hand over May's shoulder. "I love you. I'll be with you again soon!"

"I love you, too! Please be careful, son!" May managed to choke out before she and Princess Luna vanished in a flash of light.

Peter sighed inwardly, stealing a glance at his uncle's grave before grimacing at the sight of Gwen's in the distance. He turned around and exited the graveyard, all while whispering a somber, "I'm sorry."

* * *

><p><em>Nine Days Remain until the portal closes…<em>

Felicia stood with her arms crossed, watching Peter diligently work on his armor. He had been like this for days, tinkering with the advanced circuitry within the chest plate and helmet. Twilight interrupted on occasion, forcing the idiot to eat, sleep, and rest whenever she felt it was necessary. The young princess helped even further, offering alternative methods to modify the armor. Felicia smirked. It was like watching a pair of mad scientists critique and compliment each other.

Black Cat huffed, her eyes narrowing at nothing in particular. Visions from the past began to flood her mind, of the spider that chased the cat and the woman who broke the man's heart. Felicia shook her head, freeing those pestering thoughts from her memory, but they constantly resurfaced whenever she watched Twilight and Peter interact with each other. She was a princess from another dimension, and he was a superhero, one of the best. At first glance, it seemed impossible to believe that they were so normal.

'_What could have been'_ was the term.

Felicia slammed her eyes shut. It was a decision she made years ago, one she grew to regret as time passed. Spider-Man was like Felicia's cat burglar of a father: the perfect combination of bad boy and nice guy. However, Peter wanted to be normal, something Black Cat couldn't dream of being. Felicia opened her glossy blue eyes, centering her gaze on the young man as he poked Twilight's arm playfully. Normal didn't seem so bad now. Coupled with a few other bad decisions-crossing the Kingpin being the worst-Felicia wanted to get away and live the life she once ran away from.

Black Cat furrowed her brow. Speaking of choices, she pondered if her decision to aid this group was the correct one. In reality, the smart thing to do was to escape through the surrounding chaos and live peacefully in a new city. Felicia scoffed, digging her fingers into the table. She couldn't do that. She ran from Peter once, and he disappeared for four years. From what Twilight stated, the spider was going to leave Earth permanently after everything was said and done. Felicia rolled her eyes.

Peter saved her from Sombra, and she owed Shimmer for freeing her from Osborn's grasp. Black Cat pushed her seat back and smiled. As a professional thief, she was used to making her timely escape about now. Felicia brushed a strand of her snow-white locks free from her face. Sadly, she wouldn't be doing so this time. As far as Felicia knew, she was going to follow Peter to the ends of the Earth. A coy smile graced her features.

It was time to consider a new home, and Black Cat had the perfect place in mind.

* * *

><p><em>Seven Days Remain until the portal closes…<em>

Twilight sat on the edge of the skyscraper, her violet gaze fixed on the clouds overhead. The puffy, white, marshmallow-like creations seemed close enough that she could reach up and touch them. The ground looked so far away, the buildings underneath her feet resembling tiny blocks. Peter sat next to the girl in his Spider-Man attire without his mask, downing a hot cup of coffee while Twilight ate one of the doughnuts out of the box of a dozen. The young couple sat idly on one of the tallest buildings in the world, the Empire State Building. Twilight grew enamored with the sights, particularly those of the clear, blue sky and the city below.

Peter sighed deeply, resting his elbows against his thighs. This used to be his favorite retreat location. The daunting height gave him privacy from the world as well as a peace of mind. He always wanted to bring Gwen here but couldn't due to his secret. This was the last chance he had to share this locale with someone special. Peter smiled, his cheeks burning as he stole a glance at the girl by his side. It wasn't much, but he wanted to share this spot with Twilight. This was the last chance he had to enjoy the sights. After tomorrow, they were returning to Equestria. Peter huffed. All things considered, he just hoped to survive. That was of course, if his confounded luck would allow him the privilege.

"Peter?" Twilight gently called out, her soothing voice freeing the young man from his self-induced trance. He turned, finding a doughnut levitating near his mouth thanks to Twilight's magic. Peter chuckled before accepting the treat, devouring it in three whole bites. Twilight nodded her approval, smiling after she ate a doughnut in a similar manner. "Thank you. Please don't let me eat this whole box by myself. I'm afraid I could actually do it."

Peter grinned, arching a brow. "You're the same girl who ate a cheesecake and a pizza in the same day. I'm sure a box of doughnuts doesn't stand a chance against you." Twilight frowned, punching Peter's arm playfully. Peter smirked. "I know the kid hasn't formed yet, but they'll need a big cafeteria. It's good knowing you'll eat enough for two-Ow!" He groaned, rubbing the aches out of the back of his head while Twilight angrily chomped away at another doughnut. Sobering, his eyes softened as he gave his princess an empty smile before shifting his gaze to the city below. "Go ahead and enjoy yourself. We can always grab another box on the way home. I don't have much of an appetite right now."

Twilight paused as if sobering. "Is it about tomorrow?" she questioned, sliding the box away before positioning herself closer to Peter until their thighs grazed against each other. Peter merely nodded a response, prompting Twilight to slide her fingers into his hand. "I understand. I'm nervous, too. There's so much at stake. For all intents and purposes, we're the last line of defense."

Peter chuckled lightly, tightening his hold on Twilight's hand. "Yeah. No pressure, right?" A soft breeze brushed through the area, causing Twilight to shiver involuntarily, but Peter quietly came to her aid, wrapping his arm around the girl's shoulder and pulling her close. Twilight nuzzled into his side, sighing contently. Peter waited a few moments before continuing. "You want to know something weird? Despite that we're fighting a demi-god psychopath tomorrow, I'm more terrified about us." Inhaling deeply, Peter closed his eyes. "You know, Twilight? Maybe you shouldn't-"

"No," Twilight interrupted defiantly, glaring at the young man. "This is my choice. I have just as much at stake as you." Raising a finger, the princess shook her head. "I know you want to protect me. I know you're afraid of what can happen, but you have to consider everything. If Osborn succeeds, we lose life, the universe, and _everything_. Earth. Equestria. Reality." Twilight ran her free hand over her stomach. "Our baby." Her eyes narrowed, showing her determination. "I lost you once. I'm not losing you again. So I'm sticking with you no matter what! We made that promise, and we're going to keep it!"

The corner of Peter's lips curled into a smile before he wrapped his arms around Twilight's body, earning a surprised squeak from the princess. "I know, and I won't break that promise, even if a part of me wants to really badly." Peter pulled back, resting his forehead against Twilight's. Her violet orbs took in his hazel irises, leaving both of their cheeks burning to bright shades of crimson. "We both know what it's like to lose someone special. You saw me die, and I lost Gwen because of my carelessness." Bringing his hand up, Peter caressed the side of Twilight's face before kissing her affectionately. He pulled away, allowing his hot breath to brush against her mouth. "I just don't want to lose you and the baby. Not now. Not ever."

Twilight smiled, giggling as Peter lifted her body bridal style. "We both have so much to live for. All of us will make it through this. I promise."

Peter nodded, his smile showing teeth. "You're right. If I doubt myself, there's no way I can protect you. It's my job as a knight to watch out for the princess." Twilight hummed before wrapping her arms around her lover's neck. They shared a content smile, remaining in their positions for several moments. Peter broke the silence with a chuckle. "You always know how to cheer me up, Twilight. Thanks." His grin turned mischievous. "You know something else? There's something I always wanted to do since the day you first kissed me in Manehattan. Now's probably my one and only chance to do it."

"First kiss?" Twilight murmured, her mind slowly registering Peter's words before her expression softened. "I remember. You were standing by the… window. Oh no." Twilight's face grew pale, her gaze alternating between the city below and Peter's growing smile. "By the stars, Peter. Don't you dare…"

"Do you trust me?" Peter asked, holding a foot over the edge of the building.

Flustered, Twilight whined. "Of course I do! That doesn't mean you should- _Aaaah-!_" She screamed at the top of her lungs once Peter dove off the skyscraper. Twilight's arms tightened their hold, enough to strangle the life out of most beings, but Peter simply grinned, placing one hand under Twilight's thigh for support while he used the other to shoot a strand of webbing onto the side of a building once they were within range. Twilight felt her heart fall into her stomach, the princess staring deeply into Peter's eyes. She prepared to yell, but her chest grew light, the young man's confident smirk filling her with a tingling sensation. The princess felt her face burn, abashed. "Don't let me fall!"

Peter released his strand of webbing, quickly firing another and falling into a swing. His cheeks were crimson. "As long as you're in my arms, I'll never let you fall. That's a promise."

Twilight inhaled sharply with each swing that was taken, but not once did she slip, Peter's hold on her body remaining sound yet gentle. The princess felt gravity's pull, but Spider-Man defied it insistently, ascending and descending with the greatest of ease. Twilight's frown steadily curled into a smile. She had her wings back, possessing the ability to fly once more, but that would end this moment, to allow herself to lean on the one she loved. Twilight trusted Peter with her life: always had and always will. Lowering her guard, if only for this moment, Twilight whooped cheerfully, her voice echoing across the airwaves.

At their elevation, no one could see them, but Twilight cheered even more, begging for the whole world to see her now.

Twilight's expression turned blank at a thought. '_Goodness. I hope the baby doesn't take after him entirely.'_

* * *

><p><em>Five Days Remain until the portal closes…<em>

It was time. The day had come. Goodbyes were given. Regrets were tossed to the side. Now, there was nothing left to lose. Wolverine pulled his mask over his face, revealing only a bearded scowl. Sunset Shimmer stood behind the X-Man with a hand placed over her hip. Black Cat sat, a smile on her face despite the approaching battle. Luna, with her arms folded across her breasts, kept her line of sight centered on the distant hallway. Spike shifted his gaze about, stealing a glance at everyone in the room. They waited patiently for the final two members of the team.

Shimmer exhaled. "I hope you all know what we're getting into. Once we teleport into the castle, there's no going back. The only way we're getting out is if we're dead or Osborn's beaten."

Wolverine cracked the knuckles in his hands, scoffing. "We're gonna do this either way, right?"

Black Cat nodded. "Yeah. We're as good as dead if we don't do anything. We may as well go down fighting."

Princess Luna huffed. "We will not fail, not as long as we believe in each other."

Suddenly, Doctor Strange materialized in a meditating position, hovering over the table. "I wish you the best of luck. As you know, there is a chance you won't come back." He opened his gray eyes, glancing at the pair of interest. "Wolverine. Black Cat. There's a chance that you may not be able to live in this world ever again should Osborn reach the realm between Earth and Equestria. If you would rather not take that chance, I suggest you stay here."

Wolverine scoffed, sharply turning his back to the sorcerer. "Like hell I'll run."

Black Cat smirked. "What he said."

Doctor Strange nodded. "I see. Then, the best of luck to you all."

Everyone silently nodded in agreement before Spike made his way to a standing position. "They're coming out."

All collective gazes turned to the hallway, finding Twilight walking in their direction. Just as everyone reached a standing position, footsteps were heard at the end of the hallway. A being clad in crimson armor approached, the large black spider emblem on his chest easy to recognize. The pouches on his hips were stuffed for good reason. However, everyone's eyes widened at the blade in his hand. Its blue glow was vibrant, lighting the path ahead. Spider-Man paused, sharing a glance with Doctor Strange before shaking his hand firmly.

Stephen smiled. "It was good seeing you again, my friend. May the fates be kind."

"Take it easy, Gandalf. You know where Equestria is. Don't be afraid to give us a call or send us a letter," Spider-Man chuckled, earning a small nod from the sorcerer.

"The world will truly miss you, Spider-Man," Doctor Strange coolly declared before turning his attention to Twilight and bowing his head. "My apologies. It was careless of me not to realize you actually retained your body and transformed. Now, you're carrying a child."

Twilight smiled. "It's quite all right. I'm very happy with the way things turned out." The girl lowered her head out of respect. "Thank you so much for your hospitality."

Spider-Man and Twilight shared a nod, prompting everyone to gather around their position. Twilight raised her hand, causing the entire group to disappear in a flash of light. On the other side of the world, they materialized within the walls of Castle Doom, fortress for one Norman Osborn. Princess Luna stood behind Spider-Man, a stern and determined expression in her eyes. Black Cat and Wolverine lowered into a defensive stance, one purring while the latter unsheathed his claws. Sunset Shimmer placed a hand over her hip and glanced off to the side. Spike growled, unleashing a trail of emerald flames from his fanged mouth. Twilight smirked as her hands clenched into fists, both emitting a sparkling, violet light. Spider-Man nodded, using both hands to lift _Celsius_.

Everything they had grown through led them to this moment, to fight a deity, a self-proclaimed god.

With one final cry, the young man led his team into the castle.

"Osborn! This ends today!"

* * *

><p><em><strong>Next: "Endgame, Part I of IV"<strong>_


	57. Endgame, Part I of IV

_**Chapter Fifty-Seven "Endgame, Part I of IV"**_

_Five Days Remain until the portal closes..._

"_So you've come, like moths to the flame,"_ Osborn's voice murmured through the walls of the castle.

Spider-Man shrugged. "Do you _ever_ say anything original?"

Shimmer huffed. "I have to agree. That line is seriously cliché."

"_I was expecting you. Do not think I was not aware of your plan. I knew you were hidden within the Sanctum Sanctorum. Quite frankly, I did not care. You are all insects compared to what I have become. I have finally transcended. I have become what I was destined to be: omnipotent."_

Norman chuckled lowly before pillars materialized near the group's position, creating a flight of stairs that rose to the next floor.

"_If the lot of you truly desire to face me, then come. I only hope you can survive what awaits. After all, the entire world will be watching you struggle."_

Outside of the walls of Castle Doom, images began to take form in the sky. Soon, the same thing occurred across the entire world, with a projection of Spider-Man's group filling the skies. Citizens walked out of their homes and diverted their gazes skyward, some murmuring while others exclaimed in panic. New York was no different, with a clear image of the interior of Castle Doom being displayed throughout the entire sky. Everyone within the Daily Bugle crowded the windows, each doing their best to see what was transpiring.

Jameson, lost in thought, stared deeply at the photos in his hand. It was a picture of this... _Tara_ person, holding Spider-Man in her arms while wings sprouted from her back. He'd gone out on his own accord, heeding his reporter instincts, and took pictures of Spider-Man, a crazy flying woman, a giant dragon, and a few other vigilantes while the battle raged on. Turned out that one of the new vigilantes in town was his new boss.

However, that wasn't what perturbed Jameson. In the photo he held, Spider-Man was unmasked. After all this time, he'd finally found out that the vigilante's identity was none other than Peter Parker, the photographer who disappeared years ago. Jonah rubbed the wrinkles out of his forehead, groaning. His ultimate triumph felt bittersweet, empty, and unfulfilling. All this time, the same photographer that he hired to take pictures of the masked vigilante, was right under his nose the whole time. Before Jameson could gather his thoughts, he glanced outside and blurted out an expletive as he found the shifting images in the sky. Suddenly, energy fields materialized all around the world, surrounding every city and base.

"_I know about the United Nations' plan to launch nuclear missiles at my castle. I would not advise that. Should you launch a single missile at my castle…"_

The projection faded, morphing to a new image of a missile launch site. The control panel began to short out, electrical currents running along the surface before the machine detonated. The missiles self-destructed, the explosions engulfing everyone within the vicinity in a ball of flames. The Goblin's cackling laughter echoed across the airwaves before the image dissipated and materialized back to reveal Spider-Man's group of heroes after they had made it to the top of the stairs. They reached a pit, but stones flew into their path ahead, connecting to form a makeshift bridge.

"_I trust you'll make the right decision and stand down."_

Osborn paused, grinning maliciously.

"_My powers are not limited to this world, Peter." _His voice declared. "_Allow me to extend Equestria the privilege of watching their hope dwindle and die."_

Twilight's eyes shot open. "Wait. What did he just say?!"

Celestia's eyes widened before she vanished from sight, materializing on the lookout point of the castle where the others were. Everypony stared at the images in the sky with their mouths agape, while others watched with bewildered gazes. Canterlot, Manehattan, Ponyville, and the Crystal Empire were privy to this spectacle. Shining Armor and Princess Cadance stammered while the ponies within the empire burst into a panic, their collective voices echoing throughout the vicinity. The image zoomed in on Spider-Man as he quietly sheathed _Celsius_, its energy fading as he placed the sword onto his back. Osborn huffed, prompting these images to expand throughout the skies of both worlds.

"_Peter Parker, or shall I call you Spider-Man?"_ Osborn coldly murmured, causing several individuals to release a gasp on both Earth and Equestria. "_For all the good you've done, you have managed to put two worlds in danger at the same time. The people of Earth will remember you as Spider-Man, the coward who ran away, and Equestria will remember you as Spider-_Mane_, the outsider that brought the end of the world. What a fitting end."_

Sunset Shimmer shook her head, scowling. "Is this bastard serious?"

Twilight gritted her teeth and clenched her fists. "How far are you willing to go?!"

Princess Luna scoffed, closing her eyes. "It seems he's determined to ruin Spider-Man thoroughly. This man… is beyond reason."

The Green Goblin continued to laugh as images of Peter in his human form and pony shape flashed throughout the sky, alternating between his social life and his heroic one.

"_How pathetic. You try to blend in with these… ponies in some desperate attempt to live a normal life. Peter. Accept it. You are a freak, an outsider gifted with extraordinary powers. From what I've seen, you could take over that world. Had you any sense, you would have long ago. Are you afraid, Parker? Afraid they'll shun you if they ever learned the truth? Well, the truth is out there now. Equestria will soon hate you just like those on Earth did. Why fight on their behalf? No matter how hard you fight, they'll eventually turn against you. It's as the old saying goes. You either die a hero, or you live long enough to see yourself become the villain."_

Spike's eyes narrowed. "Why is he doing this?"

Felicia frowned, folding her arms. "Out of spite. He wants everyone to turn against Spidey. That kind of fear and paranoia? Lord only knows how those on your world will react. They may not be able to fully trust him again."

"_Allow me to end it all and start anew. In my new world order, such prejudice will no longer exist. My rule will be all that matters."_

Wolverine snarled, freeing his claws from his knuckles. "I'm sick of hearing this garbage."

The group entered a new room, a wall appearing behind their position and sealing it shut. Mechanical beings began to walk out of the rooms, their golden models resembling Tony Stark's Iron Man suit. As the army of robots' numbers increased, each hero in the group took a defensive stance with the exception of Spider-Man. He stood with his gaze fixed on the ground, never lifting it even as the robots dashed towards his position. However, a trail of blue energy cut through the air, leaving the mechanical creations to fall to the ground in two halves once they ventured too close. Spider-Man clutched _Celsius_, holding the saber with one hand.

"Osborn…" Peter paused, sharing a glance with Twilight and Luna. Both women smirked, nodding their approval, and Spider-Man scoffed, placing both hands on the handle of _Celsius_ before sprinting forward at full speed. "_Bite me!_"

Twilight vanished in a flash of light, and Luna held her ground, unleashing several bolts of energy as the enemies advanced. Spider-Man hopped into the air where five mock Iron Men waited for him. He spun in midair, narrowly avoiding the punch thrown by the first robot, and shot a strand of webbing directly over his own head, pulling himself over the beams of energy that the other four emitted out of their chests. In one wide slash, Spider-Man sliced through the machines before they could recover. Luna continued her assault, firing bolts of energy from her hands, and each attack met its mark, piercing through the chestplates of each droid in their path.

Twilight materialized with her back against Sunset Shimmer's, and both girls fought together cohesively, firing beams of energy in opposite directions. A robot landed inches in front of Twilight, but Shimmer spun around, hopping over the princess before delivering a stiff kick to its head. Another droid threw a wide punch, its hand nearing Sunset's face, but Twilight used her telekinesis to stop its attack instantly, tossing it into a group of others. Shimmer thrust her foot through a robot's gut, and Twilight placed the palm of her hand against the chest of the nearest droid, magic sending the machine flying through a wall. Both girls shared a glance, nodding before running in separate directions.

Wolverine blocked one of the robot's attacks, slamming his fist into its head before lunging across the room and tackling another droid to the ground. Logan turned his head, exhaling as he sniffed the air. "Ah, hell." His masked eyes widened as the large double door on the other side of the room slowly began to open, creaking protestingly. "Black Cat! Watch the door!"

Felicia raised her head, only for the door to break and fly off its hinges. The woman hopped away from its path, managing to avoid being crushed. A trail of heavy footsteps sent small tremors through the ground, forcing Black Cat to lower into a pouncing position. Suddenly, a large man with metallic skin sprinted into the room, roaring before throwing a wide punch at the woman. She flipped into the air as the man's fist shattered the ground, sending shards of concrete flying about.

Black Cat landed safely several yards away, narrowly swaying her upper body out of the path of a large crimson beam of energy as it sped through the area and destroyed the nearest wall. Felicia furrowed her brow at the source, finding a man with a golden visor over his eyes standing next to a woman wielding a pink blade of energy in her right hand. Hovering over their position was a beautiful woman with snow-white hair, the wind lifting her frame from the ground.

"Wolverine! Some of your 'friends' are here!" Black Cat yelled, ducking underneath a second optic blast.

The X-Men scattered, joining the fray. Psylocke sprinted toward Black Cat, thrusting her psionic blade once she was within range, but the ninja was stopped in her tracks, thanks to Shimmer's telekinesis. Psylocke's free hand glowed with energy before she lashed out and threw an array of psionic spikes toward Sunset, forcing the girl to release her magical grip and vanish out of harm's way. Black Cat threw a punch, only for Psylocke to capture her arm and lock it in a hold, bending it behind her elbow. The ninja reared her psionic blade back, ready to drive it through Felicia's chest, but Shimmer materialized inches behind Black Cat, pressed her hands against her back, and they both disappeared before Psylocke's attack could connect.

The woman searched around aimlessly, desperate to find her foes, when a pair of legs wrapped around her head, cutting off any line of sight. Felicia spun, shifting her momentum to the ground before flipping Psylocke across the room. Sunset appeared in a flash of light directly in the X-Man's path. Clenching her glowing hand into a fist, Shimmer punched the air, and fissures spread out, generating a shockwave. Psylocke's body contorted before it was launched into a stone wall, and she collapsed, the energy of her psionic blade dissipating.

Spike landed on the ground, roaring as flames began to build within his mouth. He watched as Wolverine ducked underneath one of Colossus's slow strikes. Spider-Man extended his hands and fired an array of webbing onto the metal man, the gossamer expanding on impact. Colossus clutched at the webbing, ripping each strand away in rapid succession, but before he could completely free himself, Spike opened his mouth, setting everything in his path ablaze. Colossus raised an arm over his face and stomped his way through the flames to reach the dragon.

"Spike! Get back!" Spider-Man yelled, prompting the dragon to cease his attack and leap away from combat. Colossus huffed before slamming the palms of his hands together, generating a shockwave potent enough to quell a majority of the surrounding flames. Spider-Man shared a glance with Wolverine. "Let's give this guy a taste of his own medicine."

Logan nodded before Spider-Man shot a strand of webbing onto his back. Peter spun in place, never releasing his thread, and their speed increased dramatically, their images matching a spinning propeller blade. Planting his feet, Spider-Man released his webbing, and Wolverine soared through the air with his claws extended, slamming into Colossus with the force of a missile. Their momentum carried both men several yards, bursting through a stone wall before careening over an edge and into an enormous living room. Spider-Man landed on a rail above their position, sighing once Wolverine pulled himself from Colossus's prone body and forced himself to a standing position.

"I hope Colossus won't sue me for using his fastball special," Spider-Man weakly chuckled.

Wolverine stretched his neck to the side until a set of cracks were heard. "This'll be our little secret, bub."

Spider-Man hummed once Logan reached his side. "Hey. When Colossus comes to, let's get him to say 'Get Moose and Squirrel."

Wolverine growled. "Shut up."

Elsewhere, Cyclops fired an optic blast. At this, Twilight shot a beam of magical energy, causing both attacks to cancel each other out. Storm pointed her finger at Luna before clouds materialized near the ceiling of the room, sending knife-like shards of hail flying towards her foe, but the princess raised her hand, causing the stones on the floor to rise and act as a shield. However, the stones began to crack, forcing Luna to vanish from sight the moment her defense fell. Twilight's eyes widened at the trail of thoughts that entered her mind, but she quickly nodded, returning her stern gaze to Cyclops.

The X-Man unleashed a crimson beam from his visor. Anticipating the attack, Twilight raised her glowing hands and threw them to the side, causing Scott's attack to sway past her position.

Twilight guided the beam of energy across the room until it slammed into Storm's back, sending Ororo crashing to the ground. Before Cyclops could react, a large spark of electricity rushed through his body, and the X-Man collapsed at Luna's feet. Sunset Shimmer, alongside Felicia, materialized next to both of the princesses while Spider-Man, Wolverine, and Spike approached. Without as much of a word, the group rushed to the nearest door and kicked it open, climbing a seemingly endless flight of stairs, all while dismantling any robots that crossed their path.

* * *

><p>Princess Celestia walked through the courtyard, keeping her light violet gaze fixed on the projection in the sky. She could only imagine how the rest of Equestria was reacting to the situation. The panicked cries of the citizens around Canterlot were enough of an indication for the alicorn to assume the worst-case scenario. Celestia cursed under her breath. Norman Osborn's vendetta with Peter was immensely personal, but she never thought he would stoop so low to attempt tarnishing a child's building reputation. The people of Earth had already questioned Spider-Man. Knowing he would never return would probably harm his reputation further. However, what concerned Princess Celestia more were the inhabitants of Equestria.<p>

Peter had worked exponentially hard to earn his place as a friend, knight, and prince of the kingdom, but he was an outworlder.

The trust he earned from everypony was in jeopardy of being tarnished. She prayed that everypony would open their hearts and accept Peter in spite of his alien background. Unfortunately, Osborn may have implanted the seeds of chaos and doubt into their minds. Peter was indeed powerful, managing to defeat King Sombra, Luna, and herself. He was only beginning to unlock his potential as a unicorn, in regards to magic and his physical capabilities. That wasn't mentioning the fact that he was an alicorn in the making. Sadly, if Peter were to ever lose his way, it was questionable on who could stand against him besides her own student. Celestia shook her head. Ponies feared what they did not understand.

"Princess Celestia!" Rainbow Dash called out, freeing the alicorn from her self-induced trance. The pegasus flew over to her position, pointing at the images in the sky. "What are we supposed to do? Just sit by and watch?!"

Celestia shook her head and sighed. "I am afraid so. I do not like the decision any more than you do, but we must have faith in Twilight." Dismayed, the alicorn glanced off to the side. '_I fear what rises on the horizon. Peter will need you more than ever, Twilight.'_

* * *

><p><em>The night sky was clear, a full moon shining bright amidst the dark blanket. Days remained until the fight with Osborn was to commence, yet so much of everything else plagued the confines of Peter's mind: the progression of his Spider Armor, the news regarding his eternal youth, his approaching parenthood, and the beautiful woman in his arms. Peter blinked, freeing himself from his self-induced trance. Twilight's face stood a couple of inches away from his, her lips curled into a perfect smile underneath a pair of rosey cheeks.<em>

_Peter found himself lost in the violet sea that was her gaze, his face burning as a result. Twilight slid her arms around the young man's back, prompting Peter to place his hands over the girl's hips. They were practically the same height now. For Peter, it was perfect. His breathing grew shallow, Twilight's lovely scent filling his senses. The princess was so close that he could kiss her, and Parker wanted to, in the worst way. Yet his mind called out, reminding him that there was something significantly important to tell his lover. Peter opened his mouth, ready to speak the truth, but Twilight brought a finger over his lips, shaking her head._

"_Please… let's just enjoy this moment," Twilight softly pleaded, resting her forehead against Peter's. Their lips met, holding together for several moments before eventually parting. Twilight continued to stare deeply into Peter's hazel eyes, her smile never faltering. "I love you."_

_Peter's eyes softened as he simply nodded, replying with a soft kiss instead of words. Twilight wanted to enjoy the peace, this tranquility where the sound of Peter's heart spoke volumes to her. The young man shook his head, pulling his lover closer until the side of his head rested against hers. He inhaled deeply, basking in the lush violet scent of her hair. Peter knew he should have just told Twilight the news about his eternal youth, but he would respect her wishes, holding his silence for the night. Once they returned to Equestria, Peter promised himself that he would talk to Twilight._

* * *

><p>'<em>I certainly wished you consulted with Twilight sooner about that matter,'<em> Luna's voice coolly injected in the depths of Peter's mind.

Peter exhaled, thankful his helmet concealed his facial features. Otherwise, everyone could have easily seen his exasperation. '_I know. I wish I did too. Prioritization has never been a strength of mine.'_

Luna's expression was as stoic as ever, but Peter saw the gleam in her cold, blue irises. '_Perhaps. Just make certain you keep your vow and consult with Twilight once we return to Equestria. Otherwise...'_

Peter chuckled, patting Luna's shoulder before stepping ahead. '_Duly noted.'_

Spider-Man skidded to a halt. The room he'd just entered was a peculiar one. Once the rest of the group entered, the door slammed shut behind them, and a barrier materialized over the exit and the entrance on the other side of the room. A platform hovered over the center of the area above a bottomless pit. Large marble statues of the Green Goblin stood on the walls near the platform, each nearly as tall as Spike himself. An individual waited onboard the platform, their image masked in shadow. Spider-Man paused, inhaling as he honed his senses.

The image of the individual cleared within Peter's mind, causing the young man to exhale. "I see who's ahead. It's better if I go alone," he murmured, removing _Celsius_ and its scabbard from his back. "Mind holding this for me, Luna?" The princess simply nodded, using her magic to create a strap before placing _Celsius_ around her shoulder. Spider-Man took a few steps, pausing once Twilight took a hold of his hand. "Hey. I'll be fine."

Twilight furrowed her brow, alternating her gaze between Spider-Man and the platform. "You know it's a trap."

Spider-Man wrapped his arm around Twilight's shoulders, lowering his mouth until it was inches from her ear. "Of course it is, but the platform won't hold our whole group. Besides, I have the sixth sense for danger. I'll know what's coming."

Frowning, the princess couldn't hide the concern from her violet gaze, but she nodded, letting out a defeated sigh. "Fine, but if things get bad, I'm jumping in. Got it?"

Spider-Man chuckled, patting the top of Twilight's head. They were nearly the same height now with only an inch of difference. "I wouldn't expect any less from you, babe, but I won't need help for this. I'm not holding back this time." A trail of stones flew into place and created a makeshift bridge. Peter and Twilight shared a glance before the young man walked across the chasm and reached the platform. The stones fell into the abyss after a few moments, and Spider-Man scoffed, lowering his body into a defensive stance. "I never thought I'd have to fight you like this… Tony."

"Don't you mean 'Earth's Mightiest Avenger?" a coy voice called out before a man in a suit of gold and crimson armor stepped into the light. Iron Man's face mask slid back, revealing Tony's grin with his cold, yellow irises. "Nice armor. Not as cool as mine, but it's good for you. I always knew you were a top-notch genius, Peter." His mask fell back into place as he raised his hand, energy building within his palm. "Just back off, Spider-Man. This suit knows your next move before you do."

Spider-Man pointed his thumb at his chest. "Does it? Try me, shellhead!"

Iron Man unleashed a beam of energy, but Spider-Man swayed his upper body to the side, dodging the projectile. Missiles rose from Tony's shoulders before launching, scattering around Peter's position. Each honed in with immense precision, narrowly missing Spider-Man's form as he maneuvered past each explosion, but a dozen more missiles approached from multiple angles. Detonating simultaneously, a shockwave erupted at the center of the platform, and flames ignited, triggering an explosion. Iron Man stood over the flames, but he couldn't react as one of the marble statues soared through the air and crashed into the Avenger, burying his frame underneath piles of broken stone.

Tony freed himself from the debris, groaning. "Where did that…?"

Spider-Man landed near Iron Man's position, perching himself on one of the stones in a squatting position. "Didn't see _that_ one coming, did you?"

The moment Iron Man made it to his feet, a fierce blow staggered him. Tony glanced around aimlessly, unable to react as a series of strikes ran across his back and knocked him to the ground. Iron Man took flight, elevating a few feet, but Spider-Man hopped above his position, delivering a spinning kick across his face. Tony bounced off the ground, shattering the stone. Peter landed gracefully on his feet and sped into a dash, his form disappearing in a blur. Iron Man raised his hands at his moving target. However, Spider-Man snatched Tony's wrists, directing his blast into his own face in a flash.

"Hey!" Tony blurted out, the beam leaving his mask scorched.

Spider-Man lifted Iron Man by his hands and threw him across the platform. "Does the phrase 'stop hitting yourself' ring a bell?"

Iron Man forced his way to a standing position, firing haphazardly at positions on the platform, yet for each missed shot, Spider-Man countered with a fierce punch, each strike leaving a dent in Tony's armor.

Sunset Shimmer watched the spectacle, slack-jawed as her eyes failed to follow Spider-Man's movements. "Holy crap. Am I losing my mind, or is Parker moving really fast?"

Black Cat's stunned expression matched Shimmer's. "I don't remember Spidey being able to move like that."

Sunset furrowed her brow, recoiling as Iron Man's armor began to unravel. "Is he using magic to enhance his speed?"

Twilight shook her head, her gaze never averting from the platform. "No. This is Spider-Man's natural speed. It's how he was able to wear down Princess Celestia during their duel." Behind her glowing violet irises, she was able to watch what was transpiring. The outer world around Twilight slowed, and the princess watched as Spider-Man sprinted around Iron Man, driving his fist into his opponent's armor until it began to dent and break apart. He skidded to a halt, prompting Twilight to end her spell and blink. "Peter's about to end it."

Spider-Man dove into Iron Man, tackling him to the ground. As Tony reached out, Peter grabbed his arm, planting his foot against his chest, and ripped the metal from Iron Man's limb. Spider-Man punched the chestplate and dug his fingers deep into the metal before prying it from the man's body. Peter grabbed Tony's mask with one hand and squeezed it until its hold gave away. Spider-Man tossed it to the side while Tony stared at the young man with his eyes wide.

"I… never thought you were this strong," he murmured honestly.

Spider-Man shrugged. "Neither did I."

Peter curled his finger underneath his thumb, holding it against Tony's forehead before letting go. What appeared as a simple flick proved to be quite the contrary for the Avenger, the 'pop' resembling the sound of a gunshot. The force of the blow knocked Tony's head back, his eyes rolling into the back of his head while a crimson swelling took form on his skin. Spider-Man dusted his hands off, sighing as the path to the next room cleared, and the bridge connecting to the platform materialized back into existence.

Twilight patted his back reassuringly. Peter folded his arms, saying, "You know what we call that? We call that a web-slinging ass-kicking!"

* * *

><p>"Where is our daughter?!" Night Light shouted, earning the collective gazes of everypony on the lookout. Twilight Velvet followed her husband, a look of concern in her eyes. Night Light shifted his gaze skyward, gritting his teeth at the image of Spider-Man. "Does she know about this?!"<p>

Princess Celestia materialized a few hoof-lengths from the couple's position in a flash of light. "Twilight Sparkle is safe, Night Light. She is with Peter at this moment, fighting for the sake of our world." As the group traveled through the castle, Nightlight settled his gaze on the bipedal creature running closely behind Spider-Man, her violet and pink mane bearing a striking resemblance to that of his daughter's. Celestia cleared her throat. "Her form has been altered to fit the beings of Earth."

Night Light arched a brow. "Is it true? Is Peter truly not from this world?" After Princess Celestia nodded, the stallion shook his head. "Were you aware of this the entire time? My daughter can't get involved with an alien! It's-"

Twilight Velvet turned, interrupting her husband. "Night Light, stop it." Her stern gaze softened. "Whether Peter is from our world or not, that doesn't matter. It's obvious that Twilight is aware of his background. If it doesn't bother our daughter, then why should it bother us? I only want Twilight to be happy, and Peter is doing a fine job of that. Maybe you should-?"

Night Light turned sharply on his hoof. "What about everypony else, Velvet? I don't want you to think I don't like Peter. I… really like him. He's an ideal match for our daughter, but..." He began to trot away, pausing before resuming. "Now that _everypony_ knows the truth, do you think they'll want Twilight to be happy?"

Twilight Velvet's eyes widened at the statement. "That's…." All words left the mare as she watched her husband exit the premises. Letting out a saddened sigh, Twilight Velvet turned to Celestia with somberness filling her violet gaze. "What's going to happen now, Princess Celestia?"

Celestia shook her head, uncertain. "I do not know. For now, I only want everypony to focus on Twilight and the others surviving this encounter." The alicorn glanced off to the side. "However, I'm afraid the fallout of this situation could prove more damaging than any physical scars they may endure from the battle itself." Celestia frowned. "Be strong, Twilight."

* * *

><p>The group entered the next floor after climbing another flight of stairs, only to be swarmed by dozens of Osborn's Iron Man replicas. Sunset Shimmer, Princess Luna, and Twilight used their combined magic to conjure a shield against the robots' array of missile and laser fire. Black Cat, Wolverine, and Spike stood by the women should their defenses fall, and Peter sat on a knee behind Twilight, tapping feverishly against a pad built into his wrist gauntlet. A few of the droids dropped to the ground, proceeding to punch the shield with heavy strikes.<p>

Sunset Shimmer snarled, using her magic to remove cracks that surfaced on the shield. "Geez! How many of these things do we have to send to the scrapyard before they get the hint?!"

Spike nodded. "No kidding. They just keep coming!"

"Then, it's a good thing we're working on a Plan B," Twilight declared as she snapped her fingers, triggering a shockwave from the shield's exterior. The force sent a majority of the robots flying to the ground, but they all quickly recovered, each sticking its chest out as energy began to draw into them. Twilight scoffed a response before stealing a glance at Spider-Man out of the corner of her eye. "Peter? Clock's ticking."

Peter continued to type into his gauntlet. "Almost got it, babe." The screen on the device shone brightly, prompting Peter to close it and extend his hand out. Suddenly, each robot in the vicinity stopped in its tracks, some limply falling from the air. The center of their chestplates erupted in a burst of electricity, leaving the once robust army of droids reduced to lifeless heaps of metal. Spider-Man chuckled confidently. "There. I doubt Osborn put a warranty on these guys."

All three women shared a glance before lowering their shield. Luna nodded, smiling as she placed a hand on Spider-Man's shoulder. "Excellent work, my friend."

Shimmer arched a brow. "How'd you do that?"

Peter tapped the side of his gauntlet. "Electric counter shock. Thanks to the frequency generator I… _borrowed_ from Tony's Iron Man suit, I was able to send out an electrical current through all frequencies sharing the same radio waves and fried every circuit within a ten-mile radius." Clearing his throat, Spider-Man kicked the nearest droid's head off its shoulders. "Basically, I short-circuited every robot in the castle and then some. We'll have an easier time reaching Osborn now."

Wolverine sniffed the air, groaning as a disgruntled expression formed on his face. "Uh... We got a hell of a roadblock coming our way."

"Huh? Who can it-?" Spider-Man began to question before the sound of thunder rumbled through the sky. Peter was slow to respond, turning his gaze to the door on the other side of the room. A tall individual approached, his golden locks concealing his yellow irises, and he twirled the hammer in his hand, prompting lightning to fall from the sky. Spider-Man took hold of _Celsius_, groaning. "Oh, crap. Everyone stay back. _Don't_ engage this guy. I mean it. Twilight?"

The princess peeked up, finding Peter walking forward to meet his opponent. "What is it?"

Spider-Man tightened his hold on _Celsius_, causing the blade to glow brighter and hum. "We're going to need that contingency plan. Post haste."

"I am Thor. Son of Odin. God of Thunder," the man boldly declared, tossing his hammer in Spider-Man's direction.

Peter raised _Celsius_ and held his forearm against the dull side of the blade, deflecting the attack. Mjolnir pressed on, pushing Spider-Man back until he managed to slow to a complete halt just a few feet from his allies. Thor extended his hand, prompting Mjolnir to fly across the room and into his grasp. Raising his hammer over his hand, thunder roared from the sky and sent tremors through the walls of the castle. Lightning rushed through the wall, destroying the stone before speeding towards Peter. Spider-Man raised _Celsius_ in response and threw a slash, sending out a wave of blue energy.

The attacks met in a collision, triggering a shockwave. Luna, with her arms folded, nonchalantly raised a shield around her allies as remnants of both Thor's and Spider-Man's attack fell across the vicinity. Bolts of electricity trailed across the walls, and energy from the atmosphere rushed back into _Celsius_, forming the blade. Thor flew across the room, swinging Mjolnir once he was a few feet away from his foe, and Spider-Man countered with a slash, both weapons meeting for a loud, "_CLANG!_" The impact sent a trail of dust out. Peter flew back, managing to land on his feet before skidding to a halt.

"In the name of Master Osborn, I command thee to stand down, lest I shall use mighty Mjolnir to smash your skull," Thor bellowed, raising his hammer.

Spider-Man readied to move forward when a trail of thoughts entered his mind, prompting Peter to share a brief glance with Princess Luna before returning his sight to Thor. Peter began to close the distance. "Spider-Man versus Thor. I'm sure there are folks begging to see this matchup of epic proportions." However, once they were inches apart, Spider-Man sheathed _Celsius_ behind his back, causing Thor to furrow his brow. A flux of energy materialized behind Peter. "Personally, I would rather watch a rematch."

Spider-Man ducked, just as an enormous entity hopped out of the portal and landed inches away from Thor. Before the Asgardian could react, the green being slammed his fist into his chest, sending Thor's body careening through the nearest wall.

"Hulk, Thor. Thor, Hulk. Or have you met?" Spider-Man grinned, patting the Incredible one across the back. "Thanks for the assist, big guy."

Hulk stood upright, his height dwarfing Spider-Man's considerably, and he offered the young man a small smile. "No problem, Spider-Man…" he paused, shaking Peter's hand. "I owe you and Twilight. It's the least I can do." The debris near the wall Thor destroyed began to rumble, stones falling to the side. Hulk growled, stepping away from Spider-Man before walking towards the rubble. "It looks like Thor isn't done yet. I'll occupy his time. You should hurry and take out the Goblin."

Spider-Man alternated his gaze between Hulk and the debris. "Are you sure?"

"You're a good friend, Spider-Man," Hulk calmly stated, nodding. The group took their leave and ran through the exit. Once Twilight reached Peter's side, Hulk raised his hand slightly. "Wait. That blast you hit me with. How long will its effects last? How long… will I keep control?"

Twilight's eyes softened. "Sadly, the attack I used was a substitute. It's not nearly as potent as the actual Elements of Harmony, so its effects are temporary. They'll last maybe a few days. Weeks, if you're lucky."

The Hulk huffed. "So, it's only a matter of time before I lose control again. Right." Thor burst out from the underneath the rubble, sending shards of stone flying in various directions. As the Hulk cracked the bones in his knuckles, Spider-Man gave Bruce a thumbs-up before grabbing Twilight's hand and following the others. Once they were out of hearing range, Bruce grinned. "Finally…" he trailed off, roaring as Thor sprinted full speed towards him with his hammer held back. Hulk stomped forward before matching Thor's pace, his clenched fists tightening. "Now I know who to smash!"

* * *

><p>Appearing in a flash of light at the center of the lookout, Shining Armor and Cadance materialized into existence before trotting over to Princess Celestia's position. Twilight Velvet's eyes widened at the sight, and her son stepped over to embrace his mother, wrapping a hoof around her neck affectionately. Cadance took the time to rub her head against the underside of Celestia's chin, earning a content sigh from her aunt.<p>

"We came as soon as we could, Princess Celestia," Shining Armor sternly declared, bowing his head out of respect.

Celestia nodded. "I am happy to see you two are safe. How are conditions in the Crystal Empire?"

Shining Armor cleared his throat. "No damage to report thus far, but to say everypony is in a panic would be an understatement."

Cadance shook her head and sighed. "The inhabitants of the Crystal Empire are stricken with uncertainty. I felt the emotions in their hearts. They aren't sure on how they're supposed to feel about Peter or the developing situation."

Celestia's eyes softened. "It already seems the Goblin's intention is coming into fruition. The seeds of doubt have been planted. We can only wait and see whether everypony's feelings will grow into acceptance or distrust."

Twilight Velvet placed her hoof over Shining's. "Unfortunately, your father has not taken the news well. He took off a few minutes ago. He's worried about how this will affect Twilight."

Shining Armor inhaled deeply before exhaling. The stallion placed his hoof over his mother's shoulder. "Don't worry about Dad, Mom. It took me a while to warm up to the idea, too. I'll go talk to him later." Once Twilight Velvet weakly nodded a response, Shining returned his gaze to meet Celestia's. "Your Highness. We set up a perimeter around Discord yesterday as per your request, but we received a disturbance on our way here."

Princess Celestia arched a brow. "A disturbance? Of what kind?"

Shining Armor bit his lip, a concerned glare forming in his eyes. "A few minutes ago. Discord's body just… disappeared. We searched the entire perimeter for him, but we couldn't find a trace. Cadance can't even sense him right now."

Cadance shifted her sight to the projection in the sky. "Considering what's going on, it might be possible that the Goblin used his powers to retrieve the body."

Celestia was silent, as if contemplating her niece's response, and her expression stiffened. "That is a possibility, but I have a distinct feeling that Discord is acting on his own accord." The alicorn closed her eyes, releasing an exasperated groan. "Honestly, I'm beginning to think Discord was never captured in the first place."

Cadance inhaled sharply, aghast. "Auntie! What makes you think that?!"

Celestia was slow to respond, exhaling under her breath. "It is too soon to say. I just hope I'm wrong."

* * *

><p>"Congratulations for surviving this long," Osborn chuckled lowly, sitting comfortably in his stone seat as Spider-Man and the others entered the room. The doorway behind their position vanished in a flash of light, transforming into a stone wall. Resting his chin on his massive fist, Goblin smiled wickedly. "You are truly foolish for attempting to stand against me, but I knew it would come to this. You always have been too stupid to listen to reason, Parker. It's quite a shame you've brainwashed those around you with your idiocy."<p>

Shimmer narrowed her eyes, glaring venomously at Osborn. "It takes some serious gall for you to say that. All you've done is twist everyone's will and bend them to your liking. No one in their right mind would follow a psychopath like you!"

Osborn merely huffed, smirking. "I seem to recall you joining my ranks freely, Sunset Shimmer. You wanted power, and I gave it to you." The Goblin frowned, shaking his head. "It's not my fault you were too weak to defeat Twilight Sparkle. She was even weakened when she defeated you. Absolutely pathetic. It's no wonder your princess chose her over you."

Sunset gritted her teeth to the core and clenched her quivering fist. "Why, you…!"

Osborn smirked. "You should not be concerned with me. As I warned you, I know you were holed up in the Sanctum Sanctorum. I know Doctor Strange is your ticket back to Equestria. That's exactly why I sent Colonel Fury and Captain America there to dispose of him. In his weakened state, he won't pose much of a threat."

Twilight's eyes widened as her heart skipped a beat. "What? No! You wouldn't…!"

Spike's mouth fell agape. "You mean… we're never going to return?"

A late realization struck Twilight's mind. "More importantly, if we're stuck here, Peter will fade from existence in less than five days due to the spell confining him to Equestria."

Wolverine shook his head. "Send me to Strange's. I can handle Fury and Cap." The princess was slow to respond, eventually nodding before raising her glowing hands. As Logan's body began to emit violet energy, he shared a glance with Spider-Man. "Shut this guy up before he gets anyone else involved." Sheathing his claws back into his knuckles, Wolverine extended his open hand to Peter. Both men shared a brief yet firm handshake, Logan's lips forming a gruff and earnest smile. The X-Man's form began to fade. "So long, bub," Wolverine's voice stated before his body disappeared completely.

Osborn scoffed. "That won't help. You're merely delaying the inevitable." Osborn smirked. "It's not too late, Shimmer. You've failed me once already. Join my side, and I'll give you even more power than ever before."

Sunset Shimmer placed her hands on her hips and exhaled. "Shove it. Like I said, no one in their right mind would join you. I betrayed my best friend once. I'm not making that mistake again." The girl's lips curled into a smile as she placed a hand over Black Cat's and Twilight's shoulder. "As cheesy as it sounds, I like this hapless bunch too much to turn my back on them." Sunset cleared her throat, her voice nearly choking for a moment. She recollected her nerve, brushing her cape to the side. "Come on, you bastard! Let's do this!"

The Green Goblin stood from his seat, vanishing from sight before materializing inches away from the group. His mouth formed a fanged smile, prompting everyone to take a defensive stance. Energy and flames spiraled in the palm of Osborn's hands. The entire castle shook, the walls disintegrating into dust. The sky turned as black as the darkest void, winds growing more potent by the second. Osborn slammed his fist into the air, sending out fissures through the vicinity. The cracks exploded, generating tremors that shook the castle to its core. The floor rose from its foundation, levitating until it blended in with the clouds.

Bolts of lightning fell, striking the ground between Spider-Man and the Goblin. Twilight released a deep breath, energy pouring from her body before her feathery wings sprouted from her back. Shimmer yelled at the top of her lungs, slamming her eyes shut as her bat-like wings rose into view. Her fair skin morphing to a shade of crimson, Sunset's claws and fangs grew. Luna levitated into the air, her black wings stretching out. Black Cat lowered herself into a pouncing stance. Spike unleashed a roar, emerald flames escaping from his mouth and into the air. Spider-Man reached into one of the pouches on his waist, retrieving a small heart-shaped jewel.

Goblin's cackling laughter echoed through the skies of Earth and Equestria. "Fools! I'll enjoy watching every last minute of your suffering!"


	58. Endgame, Part II of IV

_**Chapter Fifty-Eight "Endgame, Part II of IV"**_

Somewhere, in the Blue Area of the Moon, Uatu stood before nothing in particular and watched the events unfold on Earth-672. The Watcher's duty was to observe and nothing else, but it was becoming increasingly difficult to stand by as the strands of reality unraveled. If Norman Osborn was not to be stopped on this day, the damage to that reality would spread and infect the universe closest to its region: that of Earth-616. That would spell the end for everything, not just of Earth and Equestria but everything that ever lived and will live. Uatu frowned, opening his eyes as an image of this universe's Peter Parker, Twilight Sparkle, Princess Luna, Sunset Shimmer, Spike, Black Cat, and Wolverine took form.

The greatest hero in history was ready to face the greatest monster. It was a duel of fates, one that Peter couldn't face alone. Uatu turned his attention to Twilight Sparkle. Her importance was equally as significant as Peter's. Together, Spider-Man and Twilight Sparkle were truly a force to be reckoned with. They were both so young, and there was so much they were meant to accomplish. Uatu only hoped that they would succeed on this day, not just for the sake of all, but for their own child as well. Everything rested on the shoulders of the Web of Life, its center, and its guardian.

"Spider-Man, Twilight Sparkle, and Princess Luna. The universe needs you."

* * *

><p>Shining Armor trotted through the courtyard, occasionally stealing glances at the unfolding action in the projections above. The stallion's ear twitched with each hushed voice spoken by those around him, whispers about the alien living among them and if he was truly trustworthy. Some were even blaming Peter for what was transpiring at the moment. Shining let out a low sigh, biting his lip as an unsettling irritation dwelled within his mind. Everypony was acting out of fear. At times of crisis, the masses feel the need to place the blame on those at the center of the disturbance without thinking rationally.<p>

In this case, most were ignoring the initial good Peter had done, but Shining knew he had no right to judge anypony, considering how he had acted no differently when he first met the outworlder. The stallion chuckled. He was paranoid that his sister hadn't taken the entire situation into consideration, but that was far from the contrary, with Twilight defending Peter with all of her heart every chance she got. If everypony would just open up their hearts like Twilight and her friends did, they would learn that Peter was just as normal as any Equestrian. Sadly, not all ponies were like Twily and her friends.

Shining stopped in his tracks once his father came into his line of sight, but the stallion pressed on, standing by Night Light's side at the end of the courtyard.

"Hey, Dad." Shining softly greeted, earning an empty smile from his father. "Mom told me you would be around here somewhere."

Night Light sighed. "I figured as much." The stallion shifted his gaze skywards, furrowing his brow at the image of Spider-Mane's bipedal form. "Shining. Did you know the truth about Peter this entire time?"

Shining smiled. "Mostly, and I took it about as well as you are right now." Night Light's eyes widened while his son shrugged. "I was worried my little sister was in way over her head dating somepony from another planet. I was shocked to find that Princess Celestia and Princess Luna were both quite comfortable with the situation. Heck, even Cadance knew from the start, and she actually pushed Twilight to express her feelings. You can imagine how much that bothered me for a while. My thick-headed sister refused to listen to me, and my overly-optimistic wife was too excited to rationalize with." Shining scratched the back of his ear. "Honestly, I think Cadance was just happy seeing Twilight acting on her emotions."

"How did you cope with it?" Night Light questioned, his voice wavering with uncertainty.

Shining smirked, huffing under his breath. "I managed to cope when I saw how happy Twilight was and how much she had grown. She's not only using her head, but she's listening to her heart. Quite often too. It's easy to see that Peter is balancing her out, and she's doing the same for him." Night Light arched a brow, prompting Shining to clear his throat. His blue eyes softened, matched only by his somber smile. "Peter's not a bad pony. He's pretty cool. You and I both know this, Dad. After everything is said and done, the road ahead is going to be rough for Twilight and Peter. We should turn our fear into determination and support them. Twilight's friends will be right there for them." Shining nudged his father, offering him his hoof. "I think it's only right that her family supports her too."

For the first time that day, Night Light managed to smile. "Both of you have matured so much." The stallion accepted his son's hoof, pausing to share a glance and a brief yet firm embrace. "You're right. It's strange that I had to have my son teach me such an obvious lesson." Night Light looked skyward, staring intently at the image of Spider-Man. "Twilight speaks so highly of him. It's as if the thought never occurred to her that Peter's an alien. I only hope the world will grow to be as open-minded. Discrimination can be devastating to the heart. It might be too much for Twilight."

Shining nodded. "That's exactly why we need to be there to support her through it. We'll cross that bridge when the time comes. Right now, I think it might be a good idea for you to apologize to Mom. Plus, with everything going on, she's pretty stressed. She needs you." Night Light chuckled nervously, taking the notion and leaving immediately. Shining Armor readied to follow his father, but the stallion paused, stealing a glance at the projection in the sky. "Bring my sister back safely, Peter."

* * *

><p>Within the walls of the Daily Bugle, everyone continued to watch the battle rage on through the projection in the sky, but Jameson seemed disinterested as he went through the interview tapes Tara had made. Jonah was lost, unable to cope with the realization that that menace, Spider-Man, was the freelance photographer, Peter Parker, the entire time. He tried to understand the kid's motives. It didn't make any sense. Parker voluntarily worked for a publishing company that despised his alter ego. Sure, Peter openly complained about several of the headlines on occasion, but he always came through with the photos, asking for only the minimum in return.<p>

In every sense, this was a scandal, and Jameson felt he had every right to sue Parker for fraud. Jonah knocked his cup over his desk, groaning. Just thinking like that made him sick. Jameson lifted his gaze to the television screen, furrowing his brow as Tara interviewed a mother and her daughter. The child bore an innocent smile in spite of the burn marks on her face and arms. Tara offered the young girl a canned drink before sitting in the chair across from her position.

"So, what brings you here?" Tara asked sweetly, brushing a strand of her violet locks behind her ear.

The young girl smiled, pausing to adjust the pink cap on her head. "I just wanted to thank Spider-Man. He saved me from a fire when I was little!"

Tara's eyes widened as she placed a hand over her mouth. "So, those marks on your body…" she trailed off.

The girl nodded. "Mommy said I'm alive because of Spider-Man. I know he's not a bad man." Tara's lips curled into a smile, although the tears pouring from her eyes may have indicated negative emotions. The child stood from her seat before walking up to Tara. The woman opened her eyes, finding the young girl with her arms openly extended. "Would you like a hug?"

Jameson sighed somberly once Tara accepted the child's offer, shutting off the tape after the pair shared an embrace. She wouldn't understand why Jonah hated Spider-Man so much. No one would. Jameson struck his desk before lowering his head shamefully. All of his life, he had been interested in only one thing: money. Yet, Spider-Man risked his life everyday with no thought of a reward. He was a hero, simple as that, but if Spider-Man was good, what was Jameson? Jonah's hand fell over his forehead, a dismayed sigh escaping from his mouth. He could never respect himself while Spider-Man lived.

Jameson got his wish. Spider-Man disappeared for four long years. One would think he would have enjoyed the moment, but Jonah couldn't. Everything fell apart. Spider-Man represented everything that Jameson was not: brave, powerful, and unselfish. Despite the Bugle nearly collapsing in debt, Jameson was still a millionaire, man of the world, and civic leader of society, but it was hollow, for Jonah wanted to trade it all away to be half the person Spider-Man was. Jameson shook his head. He envied him, so much so, but Jonah knew he could never climb to Spider-Man's level. It took four years for him to learn that.

Perhaps it was time to let it go. Jameson turned his seat around and gazed at the image in the sky. Sighing inwardly, the older man nodded. "I'm jealous of you. I've wanted nothing more than to tear you down to my level, but I can't do that. Not anymore." He forced the lump in his throat down with a swallow, dropping his pride for this one moment. "Spider-Man. You're a true hero. Thank you for protecting the city. Thank you for saving my son. And…" He closed his eyes, inhaling deeply before exhaling. His frown resurfaced. "You're still a menace, but just this once, I'm hoping you'll win."

* * *

><p>Osborn's fist emitted a bright light before slamming into the air, generating a flow of fissures that ripped the space surrounding the platform and revealed the cosmos. Lightning continued to fall from the sky, striking the platform until electrical currents rushed across the ground. The Goblin's broad shoulders trembled as his fanged smile grew in width, the flames surrounding his body melting the rock near his position. The wind grew increasingly rampant, blowing away pieces of stone that had been loosened from the platform.<p>

"Bark as much as you want. Everything ends here and now," Goblin coldly declared, raising his glowing arms high over his head. "I offer you one last chance, Peter. Join my cause. We'll wipe this reality clean. We'll rule as gods."

Spider-Man clutched the crystal heart in his hand, tossing it to Black Cat before gripping the handle of _Celsius_. "The only thing that ends is your sick, twisted delusion. We're going to make sure of that."

Osborn smirked as sparks of electricity escaped from his body. "Then, by all means, try."

Sunset Shimmer shot past everyone, soaring at top speed until she reached the Goblin, and the girl drove her fist into his jaw, the force of the blow creating a small gust of wind. Osborn grinned, his form failing to budge an inch, and he countered with a strike of his own, punching the center of Sunset's forehead with enough force to generate a shockwave. Shimmer's body rocketed across the platform, bouncing off the ground for several yards before colliding into the remnants of a stone wall. A dust cloud erupted as the chunks of rock buried the girl. Energy ignited from the pile of debris, spiraling around Sunset as she forced herself to a standing position.

Shimmer's wings stretched out, flapping once to send the girl airborne, and she flew towards the Green Goblin a second time. Luna, Twilight, and Spike soared after her. Spider-Man and Black Cat followed on foot, sprinting before breaking off in two different directions. Luna slowed to a halt and raised her hand high over her head. Thunder roared from the clouds above her position before a pair of lightning bolts fell, spiraling around the woman's body like a vortex.

Luna's sky-blue irises disappeared behind a clear light as she extended her hand, sending the lightning out. Reminiscent to a razor-sharp spear, the twin bolts of electricity joined together and sped toward the Goblin, but Osborn lunged forward, capturing the lightning in his grasp before forcing the energy into the shape of an orb and throwing it back at the princess. Twilight and Shimmer swayed to the side, narrowly avoiding the sphere.

Luna flicked her wrist, raising a shield around her body at the last moment, but the orb shattered the defense, wrapping the woman's body in a massive electrical wave. She fell from the air and landed on her shoulders, groaning as sparks escaped from her limp, scorched frame. Goblin pointed his finger down, prompting a bolt of lightning to fall from the sky and head for Luna. However, Spider-Man hopped in front of the princess, the electricity colliding with his chest, but the energy dissipated, seeping into his armor.

Spider-Man raised his arms, pointing them at Osborn as the gauntlets hummed and glowed. "Electro-proof armor. Never leave home without it. It even comes equipped with a sweet redirect feature!"

A large burst of energy shot out from Spider-Man's arms, striking Osborn and knocking him back. Twilight gritted her teeth, straining as violet energy spiraled into the palms of her hands. Goblin's yellow eyes widened, but his confident smirk resurfaced before Osborn slammed his fist into the ground. Golden fissures tore through the rock, and the stone freed itself from the ground, levitating directly in front of Norman's position. Suddenly, the rock disappeared from sight, materializing a few feet from Twilight. The young princess unleashed her energy, reducing the object to dust before it could come into contact with her body.

That same moment, the Green Goblin's massive fist ripped through the cloud and slammed into Twilight's chest. The impact jettisoned the girl into the ground, shards of rocks shooting out as a crater took form. Spike tackled Osborn out of midair and rammed his body through a stone pillar, and the dragon roared before grabbing the man by the waist and punching him into the ground with his claw. While the Goblin's form was buried underneath the stone, Spike inhaled deeply, but the second he prepared to release the flames from within his mouth, Osborn flicked his wrist. A large bolt of electricity rushed from the sky, ramming into the dragon's back.

As Spike lost his balance, the Goblin hopped to a vertical base and cackled as he lifted the dragon with his telekinesis, hurling him through a large chunk of stone. Osborn levitated into the air until he was positioned over Spike, but before he could react, a wave of energy soared through the sky and exploded once it struck the Goblin's body. _Celsius_ hummed as its energy faded; Spider-Man swiftly sheathing the sword onto his back. Sunset Shimmer materialized underneath Osborn, howling as she drove her glowing fist into the underside of the demon's chin. Fissures took form on Osborn's body before detonating, sending the Goblin skyward.

Norman disappeared from sight and materialized inches behind Sunset's position, wrapping his large hand around her head before speeding into a freefall. Osborn slammed Shimmer into the ground face-first, sending violent quakes through the platform, and the ground cracked, eventually shattering apart. Goblin stood from the crater, unable to react as Black Cat leapt over his shoulders and drove her knee into his chin. Osborn staggered back, snarling before slamming his fist into the ground. Spikes rose from the floor, forcing Felicia to flip away from the hazards, but she could do nothing as the rocky thorns approached Shimmer, who had not freed herself from the crater yet.

However, a strand of webbing shot across the vicinity and latched onto Sunset's back, snatching her body away before the spikes could find their mark. Spider-Man hopped into the air and captured Shimmer in his arms. A stalagmite shot from the ground where Peter landed. The young man managed to maintain his balance on its tip before he and Shimmer were launched into the sky. Osborn lunged with his arms fully extended, ready to attack the airborne pair, but the thrusters built into Spider-Man's legs ignited, allowing Peter to spin out of the Goblin's attempted grasp and fly to safety.

"Iron Man's not the only one with a suit that can fly!" Spider-Man shouted before Luna returned to the fray, soaring through the windy sky to deliver a fierce straight kick to the Goblin's jaw.

Spike landed on the ground, en route to where Osborn was going to land, swatting the demon with his tail once he was within range, and Norman was launched into the air. Twilight materialized in front of the dragon, an orb of magical energy hovering over the palm of her hand. The princess threw the sphere to the greatest of her ability, and it collided with Osborn's chest, triggering a chain reaction that left the Goblin's body engulfed in a violet-colored explosion. A trail of dust escaped from the shockwave, forcing everyone to shield their eyes.

Spider-Man landed by his group, and Shimmer forced herself from his arms, groaning as she shook the cobwebs from her cranium. The smoke from the explosion began to clear while the surrounding energy dissipated. The Green Goblin huffed, pausing to stretch his muscular neck until a set of pops were heard. Osborn dropped from his position and slammed his glowing fist into the ground. Golden fissures spread across the platform instantaneously before glowing brightly, disintegrating the stone into dust. Black Cat screamed as she plummeted from the sky, but Spike swooped underneath her, allowing Felicia to land safely on the back of his neck.

Black Cat sighed, rubbing the side of Spike's head as the dragon flapped his wings to maintain flight. "Thanks. What about the others?"

Luna lowered next to the pair, folding her arms while Twilight, Shimmer, and Spider-Man neared their position as well. "Everyone is accounted for."

The Green Goblin glared maliciously at the group, his yellow eyes emitting a bright light. Spider-Man tossed a crystal heart to Luna, who caught the jewel without averting her line of sight from Osborn, and he silently handed one to Twilight. The Goblin bolted through the air, snatching Peter by his chest before anyone could react. The demon sped across the city, driving his adversary through a series of stone walls until they reached the basement of a building. Osborn pinned Spider-Man to the ground with his hand, using the other to hammer Peter across his face until the floor underneath his body began to crack and the helmet shattered.

Twilight materialized between the two men in a flash of light, howling as she drove her glowing fist into the bridge of Norman's nose. Osborn staggered back, instinctively relinquishing his hold over Peter, and the princess continued her assault, blasting the Goblin's midsection with an array of magical bolts. Twilight vanished, materializing several meters away before her wings flapped and launched her body. However, the Green Goblin jumped to the side, narrowly avoiding the girl's punch, and he quickly countered, slamming his fist into Twilight's stomach. The princess spiraled across the room, her momentum ceasing only after she collided into the side of a car.

Osborn's hand began to glow, his arm quivering as energy from the air spiraled into his being. Cackling, the Goblin unleashed a beam, the entire building shaking as it neared the prone princess. Spider-Man hopped into the energy's path with his back facing Twilight, and he raised _Celsius_, managing to block the beam directly. Luna soared in through the opening in the wall with Black Cat close behind. Both women tossed their crystal hearts across the room at the same time. Once the jewels were a few feet from Osborn, Twilight snapped her fingers, causing the crystal hearts to explode in a bright flash of light.

The Goblin clutched at his eyes, screaming as his sight was compromised. Spider-Man planted his foot before Osborn's beam of energy spiraled around _Celsius_, and he lunged forward, redirecting the energy back at its owner in a spin. The beam detonated on impact, sending Norman flying through the nearest wall, but as soon as he skidded to a halt, Shimmer materialized over his position with a car in her telekinetic grasp. She slammed the vehicle over his head, burying the Goblin under the heap of metal, but once Sunset readied to repeat her action, Osborn unleashed a ball of fire from his hand.

The flame orb exploded, engulfing Shimmer's body in a blaze as she was slammed through a stone column. Spider-Man and Twilight emerged, ready to strike Osborn from overhead. Goblin clenched his glowing fist and punched the air, generating a shockwave that launched the princess and knight across the room. Luna dove into view, swinging her fist across Osborn's face twice. However, the Goblin brushed off the attack and tackled the princess to the ground, slamming his massive fist across her chest until her back shattered the concrete underneath her.

Black Cat flipped into the air, prepared to deliver a spinning heel kick, but Osborn grabbed Luna by her leg and swung the princess, using her body to knock Felicia out of the air. The Green Goblin lifted Luna by her head before delivering a straight punch. The blow sent the princess bursting through several walls until she reached the street, rolling across the ground before skidding to a halt. Sunset Shimmer flipped to her feet, stretching her wings before jetting towards Osborn. Wrapping her arms around his waist, she managed to lift the Goblin and ram him into the ceiling of the room.

Spider-Man followed up, delivering a series of punches into Osborn's gut, and he continued his assault, pushing Norman through each floor until they breached the rooftop. Norman's momentum carried him high into the sky where Twilight shot a violet beam into his chest, spinning his body about. Shimmer followed suit, firing a blast into the demon. The Green Goblin raised his arms, managing to stop his momentum as he blocked their attacks. Spike soared into view with Felicia in his claws. The dragon reared back and threw the woman towards the Goblin. Black Cat spun before shifting her weight, driving her foot across Osborn's face.

Twilight raised her free hand, capturing Felicia via telekinesis before levitating the thief back to the top of Spike's neck and resuming her own magical attack on Osborn. Luna hovered over their positions while keeping her arms raised high over her head. Bolts of lightning fell from the black sky, rushing into the orb of electricity spiraling over the palms of the woman's hands. Luna bellowed as she unleashed the attack, the orb colliding into the Goblin. Sparks of electricity escaped from his being before his body was jettisoned away, leaving behind a trail of smoke. Osborn crashed through the upper wall of a building, sending shards of glass and stone flying about.

He prepared to step out of the hole, but Spider-Man, Twilight, Luna, and Shimmer tackled the demon simultaneously, driving his body through every wall in their path until they were airborne once more. Spike soared behind the Goblin, releasing a trail of emerald flames from his mouth as he neared. Black Cat jumped from the dragon's back, freefalling before eventually landing on the nearest building's rooftop. Twilight, Luna, and Shimmer gathered their energy, surrounding Osborn before unleashing their magical beams into the demon while Spike continued to burn the Goblin.

Each energy attack bore into their target, consuming Norman's body in a spiraling wave, and Spider-Man threw a crystal heart into the vortex, triggering a chain reaction that resulted in an explosion of light. Dust spread from the eruption, forcing everyone to brace themselves, and something shot from the generated cloud, slamming into the street. Twilight, Luna, and Shimmer teleported to the ground, keeping their gazes centered on the crater while Spike flew to their position with Black Cat and Spider-Man on his back.

"Did we get him?" Spike asked before Spider-Man and Black Cat hopped from his back.

An eerie silence fell across the vicinity as the dust cleared. Tremors began to course throughout the street, forcing the entire group to steady their footing. Suddenly, Osborn burst from the ground and brought his arms against his chest. A force tugged at everyone's chest, snatching them from the ground and levitating their bodies near his position. Osborn threw his arms to the side. Luna, Black Cat, and Sunset Shimmer flew out in response, crashing through the glass window of the nearest building.

The back of Felicia's head cracked against a steel beam, hindering the woman unconscious. Luna slammed into a wall, and her frame was imbedded in the stone. Shimmer burst through the entire building and spiraled until she landed on the roof of a car, denting the vehicle. Spider-Man wrapped his arm around Twilight's waist and used his free hand to shoot a strand of webbing onto the top of a street pole, ceasing their unwanted flight.

Spike managed to hold his ground, his claws digging deep into the concrete. Osborn cackled, cracking the knuckles in his fist before dashing toward the dragon. His hand disappeared behind a blinding light as it drove into Spike's gut, rupturing the flesh. White cracks spread across the dragon's body, beams of light escaping from the openings within. Spike roared in agony before his body was engulfed in an explosion, the resulting shockwave shattering every glass window within proximity.

"Spike!" Peter yelled, releasing his hold on the strand of webbing and sprinting through the spreading dust cloud.

Twilight scrambled out of Peter's arms before running ahead of the young man. "No! Spike!"

The couple sped through the smoke, skidding to a halt once the Green Goblin's hulking image came into view. Twilight searched frantically for Spike, and her eyes swelled with tears the longer she continued her failing search. Traces of white energy danced in the breeze, dissipating before having the chance to touch the ground. The Green Goblin turned around, narrowing his gaze on Spider-Man.

Peter clenched his fist as he reached for _Celsius_. "You _scumbag_!"

However, the young man stopped once something pulled at his leg. Peter peeked down, stammering at what he found. He reached over and nudged Twilight's shoulder. The princess freed herself from her sobbing spell, giving the knight a saddened expression, but her face beamed once her bloodstained eyes fell on the baby dragon standing by Peter's leg. She reached out to Spike just as he did the same towards her, but his image dissolved, morphing into the shape of a small orb before vanishing in a flash of light.

"W-What just happened?!" Twilight cried out, her stunned gaze locked on the sky.

Peter was silent for a few moments, shifting his line of sight between Twilight and the Goblin. "I'm not sure…"

"_Do not fret. Spike has been returned to Equestria,"_ an elderly woman's voice softly declared in the confines of both Twilight's and Peter's mind. "_Norman Osborn only managed to destroy Spike's spiritual vessel. Thanks to the rupture between the worlds, I was able to return the young dragon back to Canterlot."_

Twilight let out a relieved sigh, placing a hand over her chest. "Thank goodness."

Peter furrowed his brow. "Madame Web…"

"_It has been quite some time, Spider-Man. I know there is much you want to discuss, but it will have to wait. You must focus on the task at hand."_

Spider-Man groaned under his breath, his frustration evident, but he nodded, placing his hand over Twilight's shoulder before taking a step in front of his princess. "As cryptic as ever. Whatever. Thanks for helping Spike. It looks like we caught a break." Peter lowered his body into a defensive stance. "Unlike Spike, _we_ won't get a second chance if we get hit like that."

"_Stand firm, Spider-Man, and you as well, Twilight Sparkle. The fate of reality depends on your success,"_ Madame Web stated, her voice fading from their thoughts.

Spider-Man huffed. "Right. No pressure."

Goblin cackled wickedly. "I see. The dragon has bought himself a few more minutes. It's a shame. I'll make certain he gets to watch your evisceration!" Flames rushed from Osborn's hands, spreading throughout the area until the Goblin, Twilight, and Spider-Man were surrounded by the walls of fire. The princess hopped in front of Peter and raised her glowing hands, shielding their bodies as the temperature around them rose. Osborn stood undeterred, the flames practically erupting from his being. He stomped forward, slowly closing the gap between himself and the pair. "Time to die, Parker."

Twilight's eyes shot open as she clutched at her head, a pulsating throb rushing through her cranium. "Ah!" The visions of her premonitions and all of its altered versions flashed across her vision, causing the princess to cry out in agony. "Again?! Why now?!" Twilight whined, her body shivering profusely despite the intense, surrounding heat.

Peter's complexion paled. He knelt down in front of the girl, placing his hands over her shoulders while also turning his back completely on Osborn. "Twilight! What's wrong?!"

The Green Goblin stopped in his tracks, furrowing his brow at the sight. After a few moments, a coy grin formed on his features. "Such nostalgia. It's only been a few months for you while it has been years for me. Does this not remind you of that day? Your love. Your determination. The stage. It reminds me of our final moments with Gwendolyn." Peter's movements ceased suddenly, his widened gaze drifting from Twilight. The princess gave the knight a concerned expression as he helped her to a standing position while the visions dissipated. Osborn huffed once the young couple faced him, glaring. "Too soon? Don't worry. I'll make sure the three of you get acquainted after I snuff out your lives."

Despite the sensitivity of the matter, Peter's glare showed his steadfast determination. "I can't deny that it's my fault that Gwen died, but I can promise I won't let my carelessness get Twilight killed."

Osborn's eyes widened. "Your fault? Your… carelessness?" He was silent, as if contemplating Peter's words. Goblin began to laugh playfully until it grew into maniacal cackling. Twilight arched a brow, patting Peter's arm affectionately as the knight never averted his gaze from Osborn. The Goblin eventually ceased his laughter, although his fanged smile remained wide. "You naive fool! You actually blamed _yourself_ for that?!" Osborn shook his head. "No. That's not fair. You deserve to at least know the truth before you die."

Peter lowered his brow. "What are you talking about?"

Stretching his arm out to the side, the Goblin grinned. "Simple, Parker. _I_ killed Gwen Stacy. Not you."

Twilight inhaled sharply. "You…!"

"That's just pathetic," Peter bluntly responded, earning a stunned expression from Twilight and the Goblin. Folding his arms, the young man exhaled. "I've already accepted my responsibility. There's no point in trying to fill my head with your lies. I already hate you more than a person should anyone." Peter opened his eyes. "Just stop before you embarrass yourself any more. Don't… disrespect the dead. Just leave Gwen out of this."

The Goblin chuckled in response, nodding. "I see. You need proof. Fine. I'll show you my memories of that day, and I'll give you something extra as well." Osborn's body disappeared in a flash of light, shrinking before morphing into a small, feminine figure. Peter's mouth fell agape at the sight once the light diminished. He recognized the flow of golden locks and large emerald eyes that belonged to the woman. Suddenly, her eyes retook the familiar shade of yellow that belonged to the Goblin. 'Gwen' giggled madly. "I _knew_ you would enjoy this, Parker! And guess what?! That look on your face! That's the exact look Gwendolyn made before I killed her!"

Peter's teeth grinded to the core, masking the seethed breaths that escaped from his mouth. "Just… stop."

The transformed woman pointed her glowing hand at the shifting projection in the sky. "Still don't believe me?! Watch!"

Sunset Shimmer stirred to life, groaning as her vision cleared. She freed her body from the steel of the vehicle, pausing to steal a glance at the images in the sky. "What the heck?"

Luna's eyes fluttered open before widening, her mind recollecting the moments leading to her unconsciousness. The princess strained as she pried her arms loose from the wall, using her magic to free the rest of her body. She approached the hole in the wall across from her location, leaping out only to find a wall of flames shielding the area. Felicia rose to a sitting position, placing a hand over her throbbing cranium as she staggered out of the room.

Black Cat landed beside the princess before pointing at the images in the sky. Luna's eyes widened at the sight. The images of Peter's former beloved, Gwen Stacy, filled the sky. The back of her mind screamed, the young man's thoughts heard clearly. Luna's eyes widened. There was something swelling from within Peter's magical signature. It was dark, resentful, and growing. Luna inhaled sharply, the princess recognizing the sensation.

Meanwhile, the image above shifted to one of the Green Goblin throwing Gwen onto the top of the bridge. Tears escaped from the corners of her eyes as she vainly attempted to crawl away from her attacker. The Goblin continued to cackle, throwing his hand over the young woman's mouth. Gwen tried to scream, but her cries were muffled. She shivered as Goblin placed his free hand over her forehead while the other's grip over her mouth tightened.

"Do not worry, my dear. Your hero will be here shortly. Oh, that's right. You despise Spider-Man after what happened to Captain Stacy," Osborn whispered calmly, even as Gwen's breathing grew erratic and her face stained with tears. "It would tear you apart if you found out your boyfriend was actually Spider-Man. Would you still blame Peter for what happened to your father?" Gwen's eyes widened, causing Osborn to grin. "The lies! The secrets! He just didn't trust you with the truth! How could Peter do this to you, Gwendolyn? It's a lack of trust. I don't know how you could ever go on." The Green Goblin nodded. "I'll save you the pain of dealing with that misery."

The motion of Osborn's hands were swift, barely visible to the naked eye, yet the sound Gwen's neck made could be heard by all, even the deaf. That dreaded 'SNAP' echoed throughout the skies of Equestria and Earth. The only sound that was heard as the image returned to the Green Goblin was his cackling laughter. Sunset Shimmer briefly returned to her normal physical state, perhaps unintentionally, and the girl shook her head in disdain, her mouth quivering. Black Cat stared at nothing in particular, her mind struggling to register what it had just witnessed.

In Equestria, the visceral act was seen by all. Sweetie Belle burst into tears, forcing Rarity to console her sister. While Applebloom took the sight well, Babs nearly vomited. Applejack took the Crusaders inside of the castle, not wanting to risk the fillies witnessing something equally as gruesome, and Rainbow followed, desperately trying to make sense of what had transpired. Pinkie's mane fell, losing its puffy appearance, and her eyes swelled with tears, never blinking. Derpy followed the farmpony's example, thanking the stars she had managed to shield Dinky's eyes and ears before that dark moment occurred. Cadance buried her face into Shining Armor's shoulder while Velvet did the same to Night Light.

Trixie slammed her eyes shut. "That's so cruel."

Princess Celestia watched the Goblin's image with a venomous scowl, whispering, "You savage! How could you?!"

Back on Earth, Twilight slammed her eyes shut, failing to mask her evident horror. The Green Goblin's laughter grew in volume as he retook his normal, hulking form.

Luna collapsed onto her knees as the air rushed out of her lungs. "That sadistic monster..."

"You...! It was you! It's _always_ been you!" Peter yelled, the sound of thunder following his command. The clouds in the sky turned black, and the surrounding flames lowered, diminishing somewhat. The young man clenched his trembling fist while the color in his warm, hazel irises faded, morphing to a cold shade of blue. Trails of darkness escaped from underneath his armor, and bolts of lightning fell from the sky, striking the ground inches away from Peter. "It never stops with you, does it? I always take you down, but you always get up, killing someone along the way. I always thought you were sick, in desperate need of help, but there's _nothing_ that can be done for you. There never has been!"

Peter gripped at the strands of his hair, snatching some from the roots. His voice seethed through his gritted teeth. "It _is_ my fault. I was too stupid to believe you had a chance of changing. I gave you the benefit of the doubt, and Gwen paid for it! You should have just left this _ALONE_! You were stupid enough to confess! And even more stupid to boast! You even had the _GALL_ to wear Gwen's image!" Quakes shook the earth to the core, remnants of damaged buildings collapsing into piles of rubble. A vein formed on the side of Peter's head, growing as blue flames escaped from the corners of his eyes. "You don't deserve to live! I- _WE_- will destroy you!"

Twilight reached out, her eyes filled with concern. "Peter?" She stepped forward, but the flames rose, forcing the princess to step away from Spider-Man. _Celsius_ fell by her feet, its sharp end imbedding into the ground. Her eyes widened. "Oh, no…"

Luna's eyes shot open. "By the stars… It's..."

Peter glared maliciously at Osborn, his teeth grinding to the point of nearly cracking while his pupils sharpened and took a slitted form. "No more games, Osborn. I owe Gwen _this_ much." His voice distorted, deepening as it mixed with another belonging to that of a woman. "You want everyone and everypony to fear me, right? You've had this coming for a long time. We'll damn you to eternal night and show you… why I'm..." Peter trailed off, raising his fist before lightning struck the ground once more, "_...YOUR WORST NIGHTMARE!"_

Fluttershy watched with her mouth agape, her body shivering out of trepidation. "N-Nightmare Moon…"


	59. Endgame, Part III of IV

_**Chapter Fifty-Nine "Endgame, Part III of IV"**_

A pegasus trotted through the courtyard with imbalanced steps, her control on her wobbling hooves and flapping wings wavering. Her large, blue irises were wide, with her concerned gaze alternating between the path ahead and the projections in the sky. She desperately wanted to know what was happening, her heart growing heavier by the second. Despite the large number of ponies around her, the dark brown mare felt disjointed and alone.

There was only one that she knew, and it was more of an acquaintance due to the short time that they'd known each other. After a brief journey of sorts, the pegasus reached the balcony, earning wary glares from a pair of armored stallions before nodding at the sight of a tall and majestic alicorn standing amidst a group of considerably shorter ponies. She forced her way through, excusing herself with each accidental bump until she reached the princess.

"Miss Celestia, please! I can't stand being locked up in a room at a time like this!" the mare pleaded, brushing a hoof through her short yet silky grey mane. Nearly losing her balance, the pegasus turned and slammed her hoof into the ground. A stallion arched his brow, only to direct his attention back to the sky. The mare shook her head as her eyes swelled with tears. "This is too much. Poor Spike was killed, and I just saw what that monster did to Gwen. Twilight and Peter are still fighting!" She choked back a sob. "I just want my boy back. I don't want to lose him again."

Celestia lowered her head, managing to give the distraught mare a warm smile. "Of course. You're more than welcome to stay here. It is best for all of us to lend Twilight and the others our support." The alicorn paused, shifting her gaze to the side momentarily. "You don't have to worry about Spike. It was only his spiritual vessel that was destroyed. Spike is right here."

The baby dragon walked out from behind the princess, sharing a glance with the pegasus. "Um, hi?"

However, he arched a brow in befuddlement as the mare mirrored his action. "You're so… tiny."

Spike blinked, tilting his head to the side. "Have we met?"

Celestia gave the pair an affirming nod. "I see. Your reactions are understandable. Both of your appearances were significantly different the last time you saw each other." The alicorn smiled. "Spike. Allow me to reintroduce you to Peter's aunt, May."

* * *

><p>Zecora sat within the walls of the castle with her legs crossed, hooves placed together, and eyes closed. The commotion outside made it difficult for the mare to connect with the spirit world. With slow, deep breaths, Zecora's mind drifted into a white realm. Strands of webbing spread throughout the vicinity, each carrying an image of a friend deep within its threads. A black spider bearing Princess Luna's cutie mark on its back remained perched near the center, acting as its guardian while keeping its bug-like blue eyes centered on the intruding mare.<p>

Suddenly, Peter appeared across from Zecora's position, the stallion hyperventilating as his body shook. Clouds of darkness materialized under his hooves, stretching out until the unicorn's form was engulfed by the black smog. Zecora's eyes widened. The moment she reached out to help her friend, Peter's screams generated a shockwave potent enough to destroy the floor. The mare fell into an endless abyss, yelping in surprise once a large pair of slitted, blue irises appeared in front of her.

Zecora inhaled sharply, waking from her trance. Beads of sweat rolled down the mare's cheeks as she gathered her bearings through labored breaths. "Such anger. Such _rage_. Nightmare's return may soon take center stage." The mare's hoof fell over her chest, a small twinge pulling at her heart. "I can still sense your pain and guilt. You are only lost. Twilight and Princess Luna may be able to save Peter before he pays an immeasurable cost." Zecora retook her meditative stance before turning her ocean blue gaze skyward. "Please come back to the light. Without you, we cannot finish this fight. It is time for you to return to Princess Twilight."

* * *

><p>Fluttershy's mouth quivered as tears escaped from the corners of her eyes. Cadance consoled the pegasus while Applejack did the same for the Crusaders, the blonde whispering sweet nothings while also hugging the fillies. The entire spectacle was becoming too much for anypony to watch. They had just witnessed an innocent being's murder, and now Equestria was watching one of its greatest heroes transform into the entity that haunted many minds over a thousand years, Nightmare.<p>

Shining shook his head. Any hope Peter had of being accepted may have just been thrown out of the window due to this frightening development. The stallion glanced off to the side, sighing inwardly once he saw that his parents were still present, as well as Twily's friends. It was a relief to know that they were sticking through this. Shining's mind raced with questions, trying to piece together how Peter could have possibly come into contact with Nightmare, and every theory he gathered had Princess Luna in the equation.

The prince groaned, shaking the thoughts free from his mind. The 'how' and 'why' weren't important at the moment. Shining turned his attention to the image in the sky, particularly on his sister. Twilight remained close to Peter, despite the surrounding waves of darkness rushing from his body that threatened to consume everything in its path. Shining furrowed his brow. He knew too well that Twily wasn't going to turn away. No. She was going to try her absolute best to save Peter, no matter the levels of danger.

A part of Shining begged that his sister would consider a hasty retreat. That would be the safest alternative. However, Shining chided the thought. Twilight was one of the most powerful beings on the planet. In essence, she didn't need protection, and with her temper, Twilight was a force to be reckoned with. Right now, Shining wanted nothing more than for his sister to save her coltfriend. The stallion bit down on his lip. He just wanted his whole family back together, even the outsider he used to distrust.

Shining's eyes softened. "Knock some sense back into him, Twily."

* * *

><p>Bolts of lightning cracked throughout the black sky, some striking the ground near Peter and Osborn. The wind currents intensified, whipping Twilight's hair about and forcing the girl to shield her face with her hand. Waves rushed through the river, crushing the stones by the shore. Sunset Shimmer struggled to maintain air stability, her wings flapping vigorously to resist the dust in the wind. Princess Luna remained close to Black Cat, using her magic to hold a shield around their bodies. Tremors shook the earth before morphing into violent quakes, ripping the ground asunder.<p>

The flames surrounding Twilight had long dissolved, having been swallowed by the trails of darkness bursting from Peter's body. The Green Goblin watched the spectacle with a coy grin, standing firm with his arms folded across his chest. A vein surfaced at the center of Peter's forehead as his gritted teeth began to resemble fangs. The young man lowered his arms, cueing the winds to die down, the earthquakes to cease, and the flames of darkness to dissipate. Peter's shoulders and head lowered, his labored breaths matching the sound of glass scratching against a rough surface.

He raised his hand to the side, and _Celsius_ freed itself from the ground, placing its handle perfectly into Spider-Man's open palm. Energy from the atmosphere flew into the sword, giving the blade form as it hummed into existence. Luna's eyes shot open as the princess inhaled sharply at the sight. Black Cat hopped next to Twilight, lowering into a defensive stance while Sunset Shimmer landed behind Spider-Man. Peter shook his head, keeping his cold, slitted eyes locked on Osborn.

"All of you stay back," he growled, his voice distorted and fused with that of a woman's. Peter leaned forward, placing a hand over his face but not his blue eyes. "Osborn's _mine_."

Twilight furrowed her brow and shook her head, stepping forward until she was only inches from Peter. "No way! It's too dangerous for you to do this alone!" Her eyes softened as she placed a hand over her knight's forearm. "Please, Peter. You're upset. You need to calm down."

Peter was silent, as if contemplating the girl's request, but he growled, yanking his arm free from Twilight's hold before stepping closer to the Goblin. "Don't argue with me. All of you should go to the Sanctum Sanctorum and make sure Wolverine's okay." Twilight bit down on her lip, ready to protest, but Spider-Man slammed his foot into the ground, creating a tremor potent enough to cause his friends to stagger. Peter turned around with a grizzly expression forged into his features. "Get out of here! _NOW_!" He shook his head as he gripped several strands of his unkempt hair, pulling them from the roots. "Just leave!"

Twilight's concern deepened, evident by her softening eyes. "Peter…"

The Green Goblin smirked, unnerved as the young man stopped once he was a few feet away from his position. Peter was small compared to the monster, Osborn's shadow masking his entire figure. Norman chuckled, earning no response from Spider-Man. Osborn snapped his fingers, and a trail of energy tore through the air between them, generating a golden fissure that sped out and cleanly sliced a boulder in two. The cracks surrounded Peter, but trails of darkness escaped from his body, consuming the fissures.

Osborn scoffed. "Do you hate me, boy? My symbiosis with these powers is nearly complete. Soon, I will have the ability to wipe this existence clean. I'm practically a god already. What makes you think you stand a chance against me without your friends?"

Peter stared at Osborn with a venomous expression, his fangs growing sharper. "You're not a god. You're a joke," he declared, Nightmare's voice overlapping his momentarily. "You're nothing without the power you stole. Just a pathetic man with a petty grudge." Norman clenched his glowing fist, throwing it at his adversary, but Spider-Man calmly raised his hand, blocking the blow without budging. White fissures spread across Peter's arm, but darkness removed the damage before he drove his fist into Osborn's jaw. Norman staggered back, unable to react as Peter captured a hold of his wrist. "I am the Eight-Legged Nightmare, and I am what gods fear."

Tightening his grip, Peter jerked his wrist until Osborn's snapped. Norman screamed, clutching at his arm. Spider-Man slammed his fist into the center of the Green Goblin's forehead, jettisoning the demon. Osborn soared with his body a few feet above the ground until he bounced off the stone, spiraling as he burst through every rocky obstacle in his path. Norman's face slammed into the ground and through the stone before his momentum halted, sending Osborn through a violent series of bounces that lasted for several hundred yards.

Eventually, the demon came to a halt, a trail of smoke and dust following his path of destruction. Osborn forced himself to a sitting position with protrusions of bone sticking out of his neck and wrist. However, his eyes shot open as a large wave of blue energy sped towards him, ramming into his chest before lifting his frame. The energy forced the Green Goblin through countless columns of stone until it eventually reached the lower side of a mountain, detonating upon slamming the ground.

Back within the outer reaches of the castle, Peter watched the explosion with a cold, emotionless stare. The bright, vibrant energy of _Celsius_ dissipated before the young man sheathed the blade behind his back. Twilight stumbled, nearly losing her footing as she reached out to Peter, but the moment they were inches apart, Spider-Man vanished in a flash of darkness before she could hope to touch him.

Twilight furrowed her brow, releasing a frustrated groan from her mouth. "Darn it, Peter! Why won't you listen to me?"

Sunset Shimmer exhaled, her body reverting back to its original state in a flash of light. Sweat poured from the girl's fair skin as she struggled to intake oxygen through deep breaths. "I don't think he can," she panted, pressing her hands against her knees for support. "He's... Nightmare Spider… now." Shimmer wheezed, limply falling to the side, but Felicia captured her, resting Sunset's arm over her neck. The girl closed her eyes and nodded off, shaking her head after nearly slipping into unconsciousness. "How did this happen?"

Princess Luna placed her hand over her chest as she let out a desolate sigh. "It is my fault." Twilight, Black Cat, and Sunset Shimmer shifted their collective gazes towards the princess, who only lowered her head shamefully. "When I performed the Revitalization Spell to save Peter, I gave him a part of my very essence. Most of you are unaware, but I de-aged in the process. Honestly, I believe I am twenty-two again, near the age that I first became an alicorn. It seems Nightmare Moon was still suppressed within me. I had believed she was destroyed once Twilight Sparkle and the others used the Elements of Harmony to purge the darkness that had overtaken me."

Twilight arched a brow. "Wait. If that's the case, Nightmare should have emerged when you were under Venom's control. Why didn't she surface then?"

Luna folded her arms. "My theory? I believe Venom's hold on me allowed her to escape, but because Osborn had filled the symbiote with Discord's chaotic magic, it might have been impossible for her to fight for control. After Twilight incinerated the symbiote, I suppose Nightmare contemplated on returning to me, but after I had sacrificed a majority of my power, she might have considered me too weak of a host to inhabit. With Peter, he has the credentials to be a potential vessel for Nightmare."

Shimmer coughed, leaning further against Felicia. "How? It's not that he's a bad guy. He's pretty damn decent, actually."

Luna shook her head. "I concur, but Nightmare doesn't require her host to possess an evil heart. She thrived off of my jealousy for my sister, and my frustration that Equestria's inhabitants would never accept me in the same light. That's all it took." The woman's eyes softened. "Peter's heart carries a heavy amount of guilt, and we have seen his potential to reach incredible levels of anger. After all, he has dealt with so much, and everyone has their limits. Watching what really happened to Gwendolyn was perhaps the final straw. It's a miracle he hasn't lost his way sooner."

Black Cat pursed her lips together. "I get it. So any negative emotions somebody possesses, this Nightmare thing can feed off of them and use them as leverage."

"Exactly," Luna murmured, nodding as she clutched at her heart. "Because of my failure to foresee this outcome, I gave Nightmare a new host body. I gave my curse to my closest friend, and I cursed the lover of my other closest friend. I am so sorry, Twilight."

Twilight shook her head and placed a hand over Luna's shoulder, giving it a firm squeeze. "Peter is _alive_ because of your sacrifice. I'm not going to fault you for saving my boyfriend's life. Besides, it's not too late." The younger princess nodded, her determination showing in her strong, violet eyes. "I'm going after him. There has to be a way to remove Nightmare's influence from Peter."

Shimmer managed to scoff between her labored breaths. "I thought Nightmare's control was permanent. Isn't that why it took the Elements of Harmony to free Princess Luna the last time?"

"That is if you allow her to take control," Luna declared, her voice heightening. "Peter is _still_ in control of his actions. That is why he can still properly wield _Celsius_." The woman placed her hands along her hips. "_Celsius_ no longer thought I was worthy to wield her when I willingly surrendered to the darkness in my heart." Luna aimed her gaze to the other side of the island where Spider-Man and the Green Goblin were located. "Nightmare _is_ influencing Peter, fueling his rage, but she hasn't earned complete control. Not yet. If we hurry, we just might have a chance to talk sense back into Peter."

Black Cat frowned. "Wouldn't it be easier if we just destroyed this Nightmare?"

Luna shook her head. "Unfortunately, no. Nightmare cannot be destroyed, through physical or magical means. However, she _can_ be suppressed. I have a means to do so. I won't let Peter bear my curse. Nightmare is _my_ responsibility, and it's time I make up for my mistake."

Felicia smirked. "Then, you two need to hurry." Twilight and Luna shared a glance with the woman before Black Cat nodded. "Oh, come on. It's pretty clear that Parker would move mountains for you two. If anyone's got a chance to get through to him, it's the both of you. Shimmer and I will go back to the Sanctum Sanctorum while you take care of that."

Twilight edged closer to Black Cat. "Felicia? Are you sure? Can you even make that trip, Sunset?"

Shimmer scoffed, her lips curling into a smile while the bags under her eyes darkened. "I'm _tired_, not _dead_. Of course I can make the trip, but I won't be of much use after that."

Felicia cleared her throat. "Hey, Twilight." The princess arched a brow. Black Cat's voice was soft, matching the tone of a whisper. Felicia had never addressed Twilight by her name, not properly at any rate. "I'm really sorry about the bad blood between us. You had every right to hold a grudge against me. I treated Spider-Man- no. _Peter_- badly, and I walked out on him. Go do what I couldn't. Be there for him." Both women stared at each other for a duration, allowing Felicia's words to sink in. Twilight offered the woman an earnest smile, and Felicia returned the gesture with one of her own. "Quit dawdling. Hurry!"

Twilight nodded, turning quickly to share a glance with Luna. "Are you ready?"

"Yes," Luna responded as she stretched her wings out, prompting Twilight to mirror her actions. Explosions erupted from the mountains, their tremors reaching the area in which the group stood. Twilight's wings flapped and lifted her frame, the princess maintaining air stability while Luna furrowed her brow at the lights shooting from the ridge. The older princess took flight, speeding towards the chaos, and Twilight followed. "Come! Time is of the essence!"

Once both women were out of visual range, Felicia turned to Sunset. "Hey. Don't pass out on me just yet. We need to hurry to Doctor Strange's."

Sunset weakly groaned. "Right. I really hope Logan has things under control. I'm so exhausted that I couldn't even fight a parking ticket."

As Shimmer's hand glowed, energy began to envelop both women. "If everything's well and good, I need a favor," Felicia whispered into Shimmer's ear before they disappeared in a flash of light.

* * *

><p>A shockwave erupted, sending chunks of stone flying about. Peter flew back and contorted his body at the last moment, managing to land perfectly on his feet as he skidded across the ground for several yards before coming to a halt. Osborn fell back, digging his fingers into the ground to force himself to a stop. Goblin pushed himself upright before resting his hand over the protrusion on his neck.<p>

White fissures engulfed the wound, doing the same for Norman's snapped wrist, and the damage done began to dissolve, healing in a manner of seconds. Osborn exhaled afterward, scowling at the young man standing calmly before him. His expression remained the same, with Peter's blue slitted eyes holding a venomous expression while he bore down on his fangs until they threatened to crack.

"You think because you have power that you're better than me?! You're nothing!" Osborn barked, clenching his glowing fist until quakes coursed through the mountain.

Golden fissures tore into the stone and spread out before connecting. The Green Goblin raised his hands high over his head, levitating the entire landmark from the ground. Peter watched with a stoic stare, standing still even as Osborn threw the mountain in his direction. Spider-Man gripped _Celsius_, prompting the blade to glow brightly. With a single slash, Peter sliced the mountain in half, and he slowly sheathed _Celsius_ behind his back as one half of the sierra crashed into the river while the other narrowly rolled past the castle.

Osborn's mouth fell agape and his golden eyes widened before he growled, clenching his fists until they drew blood. "Don't you dare get cocky! This is but a taste of my power!"

Spider-Man's brow lowered. "What's wrong? You don't sound like you're enjoying yourself anymore."

Osborn materialized inches away from Peter, driving his fist into his gut before following with a blow to the jaw. Spider-Man flipped, the back of his shoulders bouncing off the ground. The Green Goblin grabbed the young man by his leg and swung him high over his head before slamming him into the earth, generating a crater in the process. Large chunks of stone burst from the ground, levitating around Osborn's position. One by one each mineral shot into Peter, shattering upon striking his body. Spider-Man's armor gave away, cracking with each attack.

Peter wormed out of the Green Goblin's grip, hopping onto the demon's shoulders before leaping high into the air. The stones launched after Peter, but he dodged each chunk, contorting his body with each passing rock. Spider-Man spun, managing to latch a strand of webbing onto one of the stones before swinging it back at Osborn. The gravel shattered upon smashing against Norman's face, allowing Peter to flip high into the air, grab the largest boulder hovering about with both of his hands, and howled as he brought it down onto the back of the Green Goblin's skull with an earth-shattering crack.

"Know your place!" Osborn howled, brushing off the attack before snatching Peter by his neck.

"You have no soul!" Peter barked, punching Osborn's arm in an attempt to escape his grip.

The Green Goblin grinned, ramming his knee into Peter's chest. "That is why I have no fear!"

Osborn hopped high into the air with Peter still in his grasp. They landed on the side of the mountain, and the Green Goblin slammed Spider-Man into the stone before tossing him several yards away. Peter landed on his feet, rushing after his foe with reckless abandonment. Osborn unleashed a wall of flames that engulfed Spider-Man, sending him crashing back into the stone with enough force to shatter the gravel. The Green Goblin materialized inches away from Peter before snatching the young man by his collar and throwing him high into the air. Osborn teleported above Spider-Man's position, slamming his fist into his gut.

Both men sped to the ground with the Green Goblin driving Peter through a pillar of the mountain, causing the stone to shatter apart in hundreds of shards. Norman delivered a backhand once they landed, knocking Peter several yards away, and Osborn launched a massive ball of fire after his foe, forcing Spider-Man to acrobatically flip over the flames. Peter landed on his feet, snarling as he charged towards the Green Goblin in a full speed sprint. Once they were a few feet apart, an energy shield materialized around Osborn's body, and its shockwave jettisoned Peter away. Osborn hovered several yards away, raising his arms to the side while Peter skidded to a halt.

Suddenly, dozens of golden blades materialized around Osborn's position, each pointing at Spider-Man. Norman flicked his wrist, cueing the blades to fly out. Peter stopped in his tracks, managing to leap to the side at the last moment to avoid impalement. He repeated his action once another set neared, ducking underneath the next, and Peter pushed himself from the ground, the final energy blade narrowly missing his face. Osborn raised his hand. Energy from the atmosphere rushed into his palm, taking the form of an orb.

The energy swelled, enlarging until it blocked out the night sky from Peter's perspective. The Green Goblin cackled as he threw the massive sphere of energy. However, Spider-Man gritted his teeth and howled, rushing toward the attack. Peter threw a barrage of punches against the massive sphere, his hands moving with the destructive speed and power of a gatling gun. A shockwave erupted with each strike. Spider-Man drove his fist forward one last time with all of his might, causing the energy to shatter apart and dissipate.

Once he landed on his feet, Spider-Man ran forward, and the Green Goblin did the same, both men yelling as they lunged towards each other with their fists drawn back. Time froze, the entire planet watching this spectacle unfold. Peter's fist met with Osborn's jaw, the explosive blow sending the demon spiraling across the air.

Spider-Man yelled as he hopped after his adversary, shooting multiple strands of webbing around the Green Goblin's waist. The gossamer held the demon in place, like a fly in a net, and Peter dove with his leg extended, kicking Osborn across the face. Spider-Man bounced off a strand of webbing, ricocheting into Norman with a punch to the jaw. Peter's image disappeared in a blur as he struck the Green Goblin from multiple angles in the span of a few seconds before slingshotting himself high into the air and driving his foot into Osborn's spine.

Noman burst into the ground, a dust cloud erupting upon impact. He vanished from sight in a flash of light, materializing several yards away. Roaring at the top of his lungs, the Green Goblin extended his hand. Suddenly, massive orbs of energy fell from the sky, much like that of a meteor storm. Each sphere sped towards Peter. Spider-Man managed to flip over the first, and he slid underneath the second, causing both orbs to explode once they struck the ground. However, the third collided into Peter's body, knocking him back. The others swarmed his body and engulfed the entire vicinity in a blaze of spiraling energy.

Peter freed himself from the frenzy, speeding through the air until he delivered a stiff kick to Osborn's jaw. The force of the blow caused the energy storm to cease , his armor charred and heavily damaged, ran towards Norman full-speed with a venomous glare and scowl. The Green Goblin reared his fist back, ready to strike the air, but Spider-Man shot a strand of webbing onto his chest, yanking the demon forward before swinging his leg with all of his strength up into Osborn's groin. The loud cracking sound echoed through the airwaves of both worlds, leaving nearly every male to cringe involuntarily.

All of the air rushed out of Norman's mouth, a wheezed gasp escaping instead of a scream. Osborn clutched at his lower region as he peeked up at Peter, finding the young man's slitted gaze unsettlingly calm. Spider-Man rested his palm against Osborn's face and allowed his adhesive grip to settle before snatching his hand back, ripping away a great deal of Norman's flesh in a flash. The Green Goblin clutched at his bleeding head, screaming at the top of his lungs.

However, Peter stood bemused, kicking Osborn over onto his stomach before settling his gaze on the device on the back of the demon's neck. "You're not laughing, Osborn! _LAUGH_! Laugh just like you did when you killed Gwen!"

'_You know what must be done. He is merely stunned. Finish the job, before he recovers,'_ Nightmare's voice stated in the confines of Peter's mind. The young man nodded and slammed his foot onto the back of Osborn's neck. _Celsius_ levitated from its wielder's back, planting itself into the ground just inches away from the Green Goblin's face. '_Complete your vengeance. Execute this dog. Avenge your beloved. Embrace your hatred.'_

Just as Peter prepared to heed Nightmare's words and reach for _Celsius_, the alarm in his cranium chimed. A beam of magic soared between Spider-Man and the Green Goblin, generating a shockwave that sent both men flying in different directions. Osborn plummeted into the ground, creating a crater upon impact. Peter landed on his feet, staring intently at the one responsible for the attack.

Princess Luna used her magic to free a boulder from what remained of the mountain, straining as she slammed it over the crater. Peter began to walk toward the princess, stopping once Twilight materialized a few inches in front of his position with her arms extended out to the side. She stood with a look of determination in her violet eyes, acting as a wall between Spider-Man and the Green Goblin.

"What do you think you're doing?! Get out of my way!" Peter growled, Nightmare's voice overlapping his.

Twilight shook her head, undeterred. "No. I can't do that, Peter."

Inhaling deeply, Peter's brow lowered. "I'm so close. Move _aside_."

"No!" Twilight declared, with renewed vigor.

Surges of darkness escaped from Peter's body as he stomped the ground and clenched his fist, sending a tremor through the earth. "I said _move_! Or I'll go right through you!"

Twilight gritted her teeth, a shockwave of violet energy erupting around her position. "Fine! I'll fight you if I have to! I'm not going to lose you over something stupid!" Twilight and Peter stood inches apart, violet irises glaring intently into blue, slitted orbs. "Have you seen your face right now?! That is _not_ the face of the Peter I know! Do you know what I see?!" Twilight threw her hand to the side. "I see a monster that's no different from the Green Goblin!"

Peter's eyes shot open, alternating between their blue slitted forms and hazel irises. "I am _nothing_ like him!" All traces of Nightmare's voice seemingly faded from Peter's momentarily. "You _know_ what he's capable of. He's killed so many innocent people! He murdered Gwen!" Peter's fist trembled. "He doesn't deserve to live!"

"I _know_ that, and I understand how you feel. But…" Twilight trailed off, lowering her head until her violet locks concealed her gaze. "This is not the answer. You know it isn't. It's what your Uncle Ben was trying to tell you before he died. With great power comes great responsibility." Twilight choked back a sob as tears rolled down her cheek and dripped from her chin. "You're about to do something reckless. This is pure hatred, and I won't lose you to it!" Twilight lifted her gaze, revealing her tear-stained face and bloodshot eyes. "Stay with me… so we can raise our child together!"

Peter's eyes softened. "Our… child…"

* * *

><p>Silence seemed to have plagued all of Equestria. One could drop a pin, and everypony could hear it. May's dark blue eyes widened, her mouth falling agape. Shining Armor's brow twitched involuntarily, and his mouth quivered. Cadance instinctively nodded, a smile gracing her features while her heart skipped a beat. Staggering in place, Night Light's hoof fell over his eyes as all of the blood in his body rushed to his head.<p>

"Ch-Child?! Twily can't be…!" Shining blurted out, alternating his gaze between the images in the sky.

Cadance rubbed her blossoming cheeks with her hooves. "Yay! True love triumphs! I'm so proud of them!"

Velvet's eyes rolled into the back of her head. Shining rushed to his mother's side, using his hoof as a makeshift fan before shaking it angrily. "I'm going to _kill_ him! I'm going to kill them _both_!"

Despite slipping into unconsciousness, Velvet's smile was wide, albeit goofy. "I'm going to be... a grandmother."

Spike blinked, sharing a glance with May before scratching the back of his head. Celestia watched everypony out of the corner of her light violet eyes, inhaling deeply as she directed her gaze back to the skyward projection.

* * *

><p>Peter's eyes shot open as he staggered back, Twilight's words striking his very core. He slammed his eyes shut, screaming while the waves of darkness rushed back into his body. Images of Gwen raced throughout his mind, causing Peter to clutch at his head. Luna materialized between Twilight and the young man, placing one hand against his chest and the other over his forehead. Peter opened his eyes, finding that the environment around him had changed. He stood alone within a white void, on the verge of nothingness.<p>

Suddenly, he peeked across from his position, finding an image of himself. Rather, it was Spider-Man holding Gwen Stacy's lifeless form. The image buried his face into the crook of her neck, his shoulders trembling as sobs escaped from his mouth. Peter reached out, only for the image to fade from sight. Suddenly, another image materialized into existence in their place. There was Spider-Mane, clutching Twilight. The alicorn's breathing was light, her hold on his hoof faint. Tears poured from the stallion's face as he futilely shook the mare.

Peter slammed his eyes shut, in turn causing the image to dissipate. Something warm fell over his shoulder. Peter turned, his eyes widening at the sight of Gwen standing in front of him. Gritting his teeth, the young man fought back his swelling emotions. Peter could only watch the woman with a teary gaze. Gwen sweetly smiled and opened her mouth, but no words were heard, the only sound reaching Peter's ears being that of his beating, aching heart. However, Gwen wrapped her arms around the young man's neck before she pulled him into a warm embrace. Her mouth lowered, hovering next to Peter's ear, and the woman whispered, her words finally reaching him.

Gwen's form soon faded, dissipating from existence. Peter smiled, wiping his tears away with his forearm. Luna soon materialized behind the young man. The environment alternated, morphing to a serene setting matching that of a starlit night. That same moment, Peter's attire changed completely, his spider armor dissolving while a simple jacket and jeans took its place. A trail of darkness emerged in front of Peter, blue slitted eyes staring intently in his direction.

Luna folded her arms. "What did Gwendolyn say?"

Peter placed his hand over his forehead. "She told me to stop beating myself up. That it's time for me to move on… and let go."

Luna walked forward, slowly closing the gap between herself and Peter. "I believe she is right. Your guilt is misplaced, as it usually is."

The young man furrowed his brow before turning to face the princess. "I couldn't save her. So, it _is_ my fault."

Luna's eyes softened as she placed her hand against Peter's cheek affectionately, smiling warmly. "You tried your very best to save Gwendolyn that day. The fact that you gave such effort is enough. You will not always succeed, but you will not always fail. You've taught me that one does not give up simply because of the odds. You push on because you fight for the sake of others. In turn, they will lend you their strength. Twilight and I will _never_ abandon you. So please. Do not abandon us."

Peter's gaze fell to the ground. "I'm always dragging you two down. Why won't you just let me fall? I'm going to fail again. I always do, and when I do, someone close to me pays the price. It might be Twilight. It might be you. Why would you want baggage like me?"

Luna's finger slid under Peter's chin, lifting his gaze to meet her warm irises. "Because I love you." The princess felt the temperature in her face rise as she nodded. "Above all, Twilight loves you, and it would be irresponsible if you left her to raise your child on her own. I know you will not allow that to happen."

Peter's eyes widened, his mind slowly registering his friend's words. "Yeah, you're right. Yeah!" He nodded, his lips curling into his cheeky grin. "I have too much to do. I have to be there for Twilight! I have to be there for my kid!" He paused, wrapping his arms around Luna's waist before pulling her into an embrace. The princess inhaled sharply, her cheeks resembling the shade of rose petals, but her smile was earnest. Peter chuckled before kissing the top of Luna's head. "And I have to be there for you, Luna. I promised that I would always be by your side, and I intend to keep it."

"Thank you," Luna whispered sweetly, shivering at the warm, tingling sensation coursing through her. Her brow lowered as she stole a glance at the black smog hovering away from their position. "I apologize. I gave my curse to you. Allow me to make amends and take Nightmare back into my body. If you allow me, I can use your magic as a barrier to help keep her locked away, making certain she never surfaces again." She frowned. "Unfortunately, you will lose your ability to use magic entirely. This also means you'll no longer be able to wield _Celsius_. Will you allow me to proceed?"

"Do not be foolish," Nightmare scoffed, earning a look of disdain from Luna. "He would never consider throwing away such magnificent power for something so petty and-"

"Do it," Peter stated without a hint of hesitation, earning a knowing smile from Luna and a stunned expression from Nightmare. "All of the power in the world wouldn't mean anything if I couldn't be there for Twilight, Luna, and my child." The young man sighed, sharing a glance with the princess. "My bond with Twilight… Will I get to keep that?"

Luna nodded with a smile. "Yes. That is a part of you, and it will remain as long as you draw breath. Eternal youth is yours, thanks to your bond with Twilight." Luna's lip quivered, tears escaping from the corners of her eyes. "I am taking everything from you unjustly: your magic, _Celsius_, our telepathic link… I'll lose my bond with you as well. For how long, I do not know. I'm so sorry. I am a horrible friend for doing this to you."

Peter shrugged, smiling as he took Luna's hand into his own and squeezed it reassuringly. "I still have you and Twilight. That's all I care about. It's not like I was using my magic anyway. Besides, it just doesn't feel right for Spider-Man to use a sword. Punches and webs are my trademark. So, don't worry. I'll be fine." He nodded, sobering. "Luna. You're one of my closest friends. We may not be able to talk to each other telepathically anymore, but as far as I know, we'll always have each other…" he paused, placing a hand over his chest, "here. We'll _always_ have our bond. Always."

"I'm so sorry," Luna sobbed, gripping Peter's shoulders as fresh tears poured from her eyes. The young man tightened his hold on her waist in response. "I love you," she added, just below the hint of a whisper.

"You are both _fools_!" Nightmare spat, her form dissipating. "You are giving away- _squandering_- true power! And you-!" Her gaze fell on Luna as trails of darkness dissolved into the woman's body. A bright light shone out of Peter's body, spreading until its warmth consumed Luna. Nightmare growled. "Nothing has changed! _Nothing_! You still possess a weak heart! You can never hope to truly contain me! I _will_ break free! He will betray you, just like everyone else has in your life! It is your destiny to be alone!"

Luna opened her eyes, never relinquishing her hold on Peter. "You may be right, but then again, you may be wrong. It's true that my heart remains weak, but I am no longer alone. I have my sister. I have very dear friends in Twilight and Peter. They are my strength. As long as I have them, I shall never surrender to the darkness of my heart- or you- _ever again_!"

The shadow containing Nightmare had completely disappeared, fading deep within Luna's essence. The princess forced the lump in her throat down with a swallow, and her tears continued to fall as Peter's mental image began to vanish from her arms. She could no longer hear his thoughts vividly, a painful reminder that their link had truly been severed. Luna, yielding to the emotions of her heart, pressed her lips against Peter's cheek before whispering once more…

"I love you."

* * *

><p>Peter opened his hazel irises, blinking upon realizing he was back in the real world. Luna removed her hands from the young man, giving a small smile before walking to the side. It was as if the entire world froze for what felt like minutes, whereas only a few seconds had passed. His warm gaze found Twilight's bloodshot eyes, softening as a sensation pulled from within his chest. Peter reached out, wrapping his arms around Twilight's waist before kissing the center of her forehead.<p>

"I can't… I can't lose you, too," Peter whispered, his voice straining not to choke. Twilight let out a relieved sigh, her lips curling into a smile as she wrapped her arms around the young man's neck. Peter allowed his tears to fall over the girl's shoulder. "I did it again. I made you cry when I promised I wouldn't." Hesitantly, the young man pulled away and slammed his eyes shut, his hands managing to find Twilight's on instinct alone. "How stupid can I be, huh? Will you… ever forgive me?"

Twilight pressed her lips against Peter's that same second, holding firm before breaking away with a smile. "I already have."

Princess Luna nodded, using her free hand to wipe her face clean of her tears. Unfortunately, before anyone could hope to revel in the momentary peace, tremors rushed throughout the ground, and the boulder keeping Osborn pinned rumbled violently. Luna raised both of her hands, sending her magic into the stone, but it was for naught, golden fissures spreading across the gravel before it detonated and sent dozens of shards of rock flying in every direction.

A slab sped through the air, smashing against Luna's forehead before she could react. The stone disintegrated on impact, and the princess limply fell to the side, void of consciousness as blood escaped from the laceration on her forehead. Peter spun around, gripping Twilight as he shielded her with his body. Shards of stone bounced off his back, some breaking while others dented his armor. A blaring alarm went off in Spider-Man's cranium, prompting Peter to shove his princess to the side before the Green Goblin materialized inches from his position in a flash of light.

Osborn raised his hand, generating a shockwave that launched Twilight several yards until she slammed into the ground and skidded to a halt. _Celsius_ spun from the blast, its sharp end piercing the ground upon landing. Spider-Man threw a punch, but the Green Goblin captured Peter's arm in the palm of his hand before lifting him from the ground. Blood stained Osborn's entire face, his venomous golden stare glowing from a sea of crimson. The Green Goblin slammed his fist into Peter's gut, roaring before repeating the action until a loud crack echoed across the sky.

Peter attempted to break free, driving the point of his elbow into Osborn's forearm several times while he coughed up traces of blood. The Green Goblin growled before grabbing Spider-Man by the back of his head and slamming him into the ground face-first with enough force to generate an earthquake. Golden fissures materialized on the floor underneath Peter's body. Suddenly, a stalagmite burst from the ground, slamming into Spider-Man's gut before launching him high into the air, and the Green Goblin hopped after his foe, grabbing Peter by his cranium.

Both individuals met the ground with crushing force, a dust cloud erupting as a crater spread into existence. Peter groaned, his mind hazy and muscles weak. He attempted to force himself from the ground, but his body failed to register the commands of his mind, locking involuntarily. The Green Goblin stood over Spider-Man, scowling as he reared his glowing fist high over his head. Energy from the atmosphere spiraled into Osborn's fist, causing white fissures to spread across his arm.

"Time to die, Parker," Osborn growled, his voice distorting.

The Green Goblin lunged forward, and Peter closed his eyes, waiting for the inevitable. However, a spark of violet energy burst between the two men. Osborn's golden eyes shot open as his body locked against his will. The blow was clean, dealt with precision and vigor. Norman's breathing began to strain, diminishing to small gurgles. Osborn's gaze slowly fell, landing on the one responsible. Twilight stood with a venomous glare with her back facing Peter, holding the handle of _Celsius_ as it had been plunged through the Green Goblin's heart and back.

Luna came to, her mouth falling agape at the spectacle, and Peter's eyes were wide, his stunned expression speaking volumes. The Green Goblin clutched at the blade as he reached for the princess, but his arms limply fell to his sides. Energy escaped from Osborn's body before his hulking physique dissolved, morphing back to its human form. The device on the back of his neck shattered, its energy speeding off into the atmosphere before disappearing from sight. Norman collapsed onto his knees, his breathing growing more shallow by the second. He managed to raise his glossy gaze, coughing blood from his mouth as Twilight drove _Celsius_ further through his chest cavity.

"You've done enough," she hissed, gritting her teeth. "Our child will _not_ grow up without a father."

All life in Norman's eyes faded as golden fissures spread across his entire body. Suddenly, parts of his frame faded from existence, each breaking off into nothingness. Finally, the man formerly known as the Green Goblin dissipated, sharing a final glance with Peter before _Celsius_ fell to the ground. Both worlds stood in awe, Equestrians slack-jawed as the people of Earth rejoiced. Thor dropped his hammer, clutching at his head afterward. The Hulk exhaled, managing to smile. Tony's eyes fluttered open, the man cursing once he accidentally touched the swelling on his forehead.

Worldwide, every hero and villain woke from their trance. Luna forced herself from the ground, holding a smile as she approached Peter and Twilight with a limp. Spider-Man tried to stand, but Twilight dropped _Celsius_ and dove into his awaiting arms. The young couple managed to kiss after a few moments. For the first time since they met, there was finally a calm without an impending storm. Twilight helped Peter to his feet. Luna gave the pair a nod before Parker wrapped his arm around her shoulder, prompting Twilight to embrace the older princess from the side.

Peter nearly collapsed, but Twilight and Luna captured his arms, allowing the young man to lean on them for support. The sun rose from the once black sky, all traces of darkness retreating. Peter's eyes widened at a sight. An astral image of Gwen and Uncle Ben appeared in the sky. The older man nodded his approval while the young woman blew a kiss before they peacefully faded from sight. Twilight kissed his cheek affectionately, freeing Peter from his self-induced trance, and Luna leaned the side of her head against his, sighing contently.

Peter smiled. It was finally over. The sound of clapping came from behind, causing the trio to slowly turn around. Peter arched a brow while an exasperated expression formed in Twilight's and Luna's eyes.

Discord floated several feet above their position, chuckling as he applauded."Bravo! Bravo! Encore! A most spectacular performance!" Bowing, the chimera spiraled out of existence, not before winking at the trio. "We should do this again sometime."

Twilight's brow twitched involuntarily. "Why, that no-good-!"

Peter turned, capturing Twilight's lips in his before she could finish her sentence. He pulled back, smiling. "We'll figure it out later. Right now..." he paused, turning as the sky finally cleared completely. "Let's go home."

_**To be concluded in "Endgame: Fallout"**_


	60. Endgame, Fallout

_**Hey, guys! I decided to split the chapter into two parts and expand each scene. Hope you enjoy it!**_

* * *

><p><em><strong>Chapter Sixty "Endgame: Fallout"<strong>_

_Two Days Remain until the portal closes…_

Though the day was all but perfect, Peter couldn't pay the sky, breeze, or sun any mind at all. He stood alone in the graveyard where two of the most influential people in his life rested. Though he had sworn to never come back, the experience with the Green Goblin was enough to change Peter's mind. The young man smirked at a thought as he ran his hand over the smooth marble surface of his uncle's grave. Peter needed closure, and his time on Earth was running out.

The Avengers were out helping with the widespread collateral damage while his Equestrian allies nursed their wounds in the Sanctum Sanctorum. Peter knew now was as good a time as any to say his final goodbyes. It wasn't like before. He managed to smile while staring at Gwen's grave. Something light and warm lingered in his chest, giving the young man a new sense of worth as he murmured a silent prayer for his former lover.

It was as if a great weight had been lifted from his shoulders, allowing Peter to move freely without looking back. He inhaled deeply as a breeze brushed through, the fresh scent reminiscent to that of Gwen. For the first time, he was able to remember the positive memories of his former lover. With a small nod, Peter turned to take his leave, his smile vibrant and heart light.

* * *

><p>Twilight and Peter sat on the top of the Empire State Building with their breakfast of hot coffee and doughnuts. Considering that the entire world knew their identities now, the top of a skyscraper was one of the few places where privacy was all but guaranteed for the most part. Peter sat in his classic red and blue costume without the mask, devouring a doughnut while Twilight, her face flushed to a shade of crimson, downed a cup of coffee.<p>

The princess wore a violet jacket and pink shirt, the set of clothing she'd grown to adore during her time as a human, but there was a problem with the attire now. Twilight had been considerably shorter the last time she wore these clothes; the reemergence of her alicorn powers had added several inches to her height. While the jacket, shirt, socks, and boots still fit her body, Twilight's skirt was far shorter than she would have liked, reaching only to her upper thigh and _barely_ concealing her bottom.

The girl exhaled, chiding herself for making such a careless mistake. She had been in such a hurry to leave the Sanctum Sanctorum that she had failed to look in a mirror. Twilight growled before shivering involuntarily. Of course Peter, in his typical big-mouthed fashion, had to comment on the matter, and the princess felt perturbed that even Mother Nature added her opinion as well with a draft that traveled much lower than anticipated.

Peter grinned, extending a doughnut to the visibly flustered girl. "I'm just glad you teleported here. With so many camera phones out, someone could have easily taken a picture and posted it online." Twilight snatched the treat away, munching it down with a pout. Peter nudged her arm with his elbow. "Oh, come on. It's not that big of a deal. I think you look sexy with butt floss- Ow!" The young man rubbed the back of his head, wincing as Twilight shot him an exasperated expression. "Sheesh, I'm sorry! We can stop by that clothing store on our way to the café. I'll buy you some cheesecake, too."

Twilight seemed to have considered his words, placing her hand over her knees. "Fine. Let's go do that now. We can talk at the café afterward."

The princess used her magic to crush the garbage before placing the materials in a small black bag. With a snap of her fingers and a flash of light, the trash vanished from sight. Peter hopped to his feet and offered Twilight a hand, prompting the girl to accept the gesture, but she felt the temperature in her face rise once a gentle breeze brushed across her leg. Peter's grin widened, and Twilight whined, pulling down on her skirt in a vain attempt to shield her bottom.

"I'm going to teleport us to the clothing store," Twilight groaned, raising a glowing hand.

Peter gently took a hold of the girl's hand, shaking his head. "Where's the fun in _that_?"

Twilight's violet gaze shot open. "Oh, no. No, no, _no_! Peter! Not-_again!"_

The girl's heart practically stopped as Peter hoisted her body into his arms bridal style and dove over the edge of the building. Twilight stammered about clumsily, shrieking as she managed to wrap her arms around the young man's neck. A pink blush filled the girl's face once she felt Peter's hand slide under her thigh while he shot a strand of webbing from his other one. He managed to hold Twilight's body with a firm yet gentle grip. Peter smiled, his cheeks a fair shade of crimson. The gaze they shared as he swung through the air with their faces inches apart was a moment worth risking a little of Twilight's anger to create.

Once they reached the nearest rooftop, Peter landed perfectly on his feet before gently placing Twilight down on hers. The princess inhaled deeply, holding her breath as she shot her boyfriend a glare. Granted, they were several stories above the ground, and there was no way anybody should have been able see them. Exhaling, the girl walked past Spider-Man, smiling contentedly, lulling Peter into thinking that all was well, until he heard her next statement.

"Just for that stunt, you're going to help me pick out some clothing," Twilight declared, smiling triumphantly once Peter's complexion paled.

Peter rushed towards Twilight, holding his hands together in a form of surrender. "Whoa! Hey! Let's not be too hasty! I was just expecting you to hit me and move on like we usually-Ow!" The young man rubbed the sore spot on his arm before smiling apologetically at the princess. "There! We're even now. Right?" He paused, whimpering as Twilight's expression remained unchanged. "Right?"

"Of course not," Twilight bluntly replied, waving her hand dismissively with a scoff. "Hurry up and change so we can go inside. If we're lucky, I'll be done by lunchtime."

Peter groaned. "You know that this is on par with waterboarding in some countries, right?"

* * *

><p>It was certainly difficult to find a place to sit peacefully. Fortunately, Twilight had called in a favor. One of the individuals she interviewed during the Daily Bugle's supportive Spider-Man sessions owned a small café, and she was more than willing to rent the place out for the evening. Peter sat with a blush on his face. They had even named the shop the 'Spider Café' in his honor. It was a bit much, although he admitted it was flattering in a sense. After the waitress, who was also the owner, had placed a fresh cheesecake on their table. She wiped away her tears before hugging Peter briefly.<p>

Flustered, the young man scratched the back of his head after the woman relinquished her hold. "Uh, thanks?"

The woman smiled. "No. Thank _you_. I never had a chance to thank you for making my little Tania happy before she passed."

"Tania?" Peter whispered, his eyes slowly widening at a belated realization. Before he

could say anything else, the woman excused herself, choked back a sob, and ran into the kitchen. Peter's eyes softened. "She was talking about Maria, wasn't she?"

Twilight nodded. "Yes. You made things easy for Tania _and _her parents."

Peter weakly smiled. "I guess I'm not such a screw-up after all."

Twilight gave the young man a friendly wink. "I've been telling you _that_ since day one."

Twilight sighed contentedly. The temperature within the café was perfect, the result of its own warm air mixing with a cool late summer breeze from outside. This meant Twilight was very comfortable in her simple violet t-shirt and skin hugging pink jeans, and she smirked at the memory of the purchase of the new matching boots she wore. She had sent Peter on a wild goose chase, making him go all over the store even though she knew these were the pair she wanted. The couple ate in a comfortable silence, giving each other a warm smile on occasion.

'_Sometimes, the greatest pleasures come from the simplest of matters, and they usually come about when shared with someone special.'_ Twilight giggled at the thought, smiling sweetly as she slowly lost herself in Peter's hazel gaze.

The young man paused mid-bite, a contagious grin forming. "Those jeans look great on you. You could be the new spokeswoman for Old Navy."

Twilight giggled, her face flushing. "Oh, stop it." The girl inhaled sharply as Peter brushed his leg against hers before shifting his seat. Twilight arched a brow while she ran a hand over the material on her lower body. "It's strange. These pants fit so tightly yet they're so comfortable."

Peter grinned. "Congratulations. You're finally a human woman." Twilight rolled her eyes, not before playfully kicking the side of the young man's leg. After a few moments, the girl's expression softened. Peter arched a brow. "Something on your mind?"

Twilight shook her head, freeing herself from her self-induced trance. "Huh? No. This just…" she trailed off, giggling at the light tingling sensation in her chest. "It just feels right. Us, I mean. After everything we've been through, we can stop and finally enjoy it." Her cheeks blossomed to a rosy tint. "I'm sorry if I sound silly right now."

Peter curled his lips into a genuine smile. "There's nothing silly about it. I feel the same way." Reaching out, the young man softly placed his hand over Twilight's, caressing it gently. "We're both from completely different ends of the spectrum, yet I couldn't be happier." Sighing, Peter glanced off to the side. "What's weird is that I'm saying goodbye to this place tomorrow. I didn't think I would miss it, but it's where I grew up. I'm just glad I could leave on a good note: with you."

Twilight nodded, her smile wide. "I agree. Although we'll have so much work ahead of us when we return to Equestria." The girl hummed, her brow furrowing. "I know you willingly sacrificed your magic to help seal Nightmare Moon away back in Princess Luna. What about _Celsius_? What will you do with it now that you can't use it anymore?"

Peter closed his eyes. "Well…"

_**-u-**_

* * *

><p>"<em>Are you certain?" Luna questioned as she placed a hand over her rapidly-beating heart. Peter stood before the princess with his head lowered out of respect, extending <em>_**Celsius**__. Luna shook her head before lowering her gaze shamefully. "This is… a wondrous gesture. It means everything to me. I mean that from the bottom of my heart, but I __**cannot**_ _accept this." Her royal blue gaze softened. "I have disgraced myself too many times over the duration of my life. I must live with my shame accordingly. One as lowly as myself does not deserve the right to wield __**Celsius**__."_

_Peter rose to his feet, matching Luna's height. "It's like you told me. It's time for you to stop beating yourself up." _

_The young man placed a hand on the woman's shoulder, unknowingly causing her skin to burn. Luna frowned. "Are you willing to place your faith in me, after everything I've done?"_

_Peter offered Luna a smile. "No question. You have given a lot. You sacrificed a part of your very essence to bring me back from the dead, and you voluntarily took Nightmare Moon back into your body despite how much pain she has caused you." Peter reached down and took a hold of the woman's hand before placing __**Celsius **__in her grasp. "You earned this. Don't let anyone tell you otherwise."_

_Luna bit down on her lip, as if contemplating Peter's words. Her desolate gaze centered on the smooth, reflective surface of __**Celsius**_ _before stealing a glance at the young man. Slowly yet surely, particles of energy from the air began to draw into the blade, giving it form. Luna's eyes widened as __**Celsius**_ _disappeared from sight, materializing into orbs of energy. Each sphere seeped into the woman's necklace, fading only after the moon-shaped jewel glowed momentarily._

_Peter's brow furrowed at an unusual sight. Luna's shoulders trembled as fresh tears rolled down her cheeks, soft sniffles escaping from the usually firm princess. She brushed a forearm over her face in a vain attempt to wipe away her tears. Luna stepped forward, burying her face into Peter's shoulder as she sobbed uncontrollably. Parker simply smiled, wrapping his arms around the woman's slender waist while patting the back of her head affectionately._

"_No matter what happens, my heart and soul will belong to you," Luna tearfully sobbed, clutching at Peter's shirt. However, as the young man peeked down, he found a warm smile graced upon Luna's face. "I will __**never**_ _betray you. I promise, Peter…" she trailed off, reveling in the warmth that consumed her. "Until the end of time, we shall never part!"_

* * *

><p>Twilight smiled, her eyes softening. "Wow. I'm proud of you, Peter." The young man chuckled sheepishly, unable to hide his own blush. The princess nodded her approval. "I think Princess Luna can start trusting herself again now. She needed a friend, and I think you're providing that for her."<p>

Peter shook his head. "I'm not the only one. Luna loves you, too." He grinned. "She wants to be our child's godmother. Can you believe it?"

Twilight closed her eyes before brushing the pink strand in her violet locks behind her ear. "That's another conversation I'm looking forward to having when we go back to Equestria. I'm not sure how everypony else is going to take the news, especially Princess Celestia, my parents, and Shining Armor." The latter portion of the statement was delivered obsequiously, as if dread had filled the girl's voice. "There's no question that they were watching. I just hate that they had to find out like _that_."

Peter nodded, offering Twilight his hand. "We'll cross that bridge when we come to it." The princess smiled as she intertwined her fingers with his. Peter's eyes widened at a sudden realization. "Hey. What are you going to do with the Daily Bugle? It's not like you can just leave JARVIS in charge-" The young man paused, shaking his head. "Okay. You could _totally_ have JARVIS in charge, but that's beside the point. I doubt Tony wants anything to do with the press, although he _does_ like the attention. Maybe you can-?"

"I sold the Bugle already," Twilight stated, ending Peter's rambling before it could progress further. "And I _didn't_ sell it to Tony or JARVIS. Though the thought _did_ cross my mind."

Peter arched a brow. "Really? To whom?"

_**-u-**_

* * *

><p><em>Tara sat behind a desk with her arms folded. Needless to say, after the Green Goblin's televised event, there were going to be questions that needed addressing from those at the Bugle. Her identity, as well as Spider-Man's, was no longer secret. Betty was eccentric, barely able to converse coherently with anyone who called. The other employees assaulted their boss with camera shots, forcing Tara to blatantly teleport into her office and lock the door. She had intentions to relinquish possession of the Daily Bugle near the end of her visit, but invasion of her privacy was leading to a rushed ultimatum. <em>

_Tara's brow twitched involuntarily as she pushed the buzzer over the intercom. She wanted some peace back immediately, but there was no possible way to achieve that in these conditions._

"_Betty. Would you, Robbie, and Jonah come into my office?" she politely requested, exhaling at the commotion coming from the other side of the intercom. It seemed everyone was waiting for her first move. "Just the three of you. Lock the door on your way in." The wait was brief, lasting only a few seconds as the trio stumbled into the office. Once the door had been locked, Tara slid a clipboard with a number of documents across the desk. "I'll be blunt. I haven't been your boss for very long. After what happened the other day, I'm ready to sell the Daily Bugle."_

_Robbie's and Betty's eyes shot open, but Jameson was fuming, a vein throbbing over the center of his forehead. "You can't sell this company! I've built it from the ground up! Do you realize how many people will be out of a job?! I won't sit by and let some-!"_

_Tara, undeterred by Jameson's outburst, calmly continued, "I want you to have the Bugle back, Jameson." _

"_-snot-nosed, little brat throw away…!" Jonah's words fell into his throat while Robbie and Betty stared the girl with bewildered expressions. "What?!"_

_After a few moments of awkward silence, Tara straightened her posture. "I'm surrendering all rights and profits to Jonah on the grounds that he maintains a sense of integrity. You have the capacity for that. Failure to do so will result in your immediate termination, and all rights to the Daily Bugle will be handed over to Joseph 'Robbie' Robertson." Tara took in a deep breath before exhaling, her expression stern. "I'm giving you a second chance, Jonah. For your sake, I hope you don't blow it."_

_Jonah paused, lowering his brow. "Why are you doing this all of a sudden?"_

_Tara folded her arms across her breasts. "Everyone deserves at least one second chance." The girl glanced off to the side, sighing. "I'm also doing this because Peter asked me to. He feels you're a very decent man and doesn't want there to be any hard feelings before we depart."_

_Betty tilted her head to the side. "Where are you going to go? To… Equestria? I remember the Green Goblin saying something like that."_

_Tara simply nodded, folding her computer before placing it within its bag. After sliding its strap around her shoulder, the girl stood from her seat and walked to the corner of the room. "It's beyond our control. I'm pregnant, and I just want to raise my child with Peter in peace. I hope you will all take care of yourselves. I'll give Peter your condolences." Sharing one final glance with everyone, Tara held her gaze on Jameson as her hand emitted a bright light. "Don't forget what I said, Jonah," she warned before vanishing in a flash of light._

* * *

><p>Peter snorted, failing to mask his laughter. "No way! You actually gave it back to Old Flattop! I didn't think you would."<p>

Exasperated, Twilight folded her arms and exhaled. "I only did it because you begged me to. I only hope he doesn't resume his old ways."

"I know Jameson can be a total hardcase, but he's really a nice guy, if you can look past the angry moustache," Peter chuckled, earning an uncertain look from the princess. "Besides, Jonah gave me a job when no one else would. I owe him."

"You're so sentimental sometimes," Twilight groaned, chomping on her slice of cake angrily.

Peter smiled nervously. "When did you become Luna 2.0?" Twilight ignored the comment, exhaling under her breath. Peter arched a brow after a few moments. "Hey. Still no word from Felicia?"

Twilight's eyes shot open at the name. Before long, she shook her head disapprovingly. "No. I still can't believe Sunset Shimmer! How could she do something so careless?! Why did she think sending that woman to Equestria was a good idea?!" Her finger tapped impatiently against the table. "Nopony has seen or heard anything! She can't possibly be that hard to miss!"

Peter waved his hand defensively. "I'm not really upset with Sunset. She said Felicia wanted a fresh start after she made an enemy out of The Kingpin. With a price on her head, maybe staying on Earth was just out of the question for Black Cat. I mean, I got _my_ second chance in Equestria after all."

Twilight scoffed, downing her cup of tea in a few gulps. "The portal opens in Canterlot. If she was really that desperate, Princess Celestia would have listened. Instead, she felt the need to run _and_ steal a few jewels on her way out!"

Peter's eyes widened. "She's _already_ back to her old ways?" The young man shook his head and frowned. "Well, Felicia's a top-notch cat burglar. _Nopony's _going to catch her easily. I wouldn't worry about it though." Twilight arched a brow before Peter followed with light laughter. "I think Felicia's in for a _big_ surprise."

_**-u-**_

* * *

><p><em>Felicia slowed to a halt, taking refuge in a forest after she had 'borrowed' a lovely set of diamonds from the castle. The woman smirked as she stared at her reflection on the jade gem's surface. It certainly felt strange that she was surrounded by talking ponies, but Black Cat shrugged, knowing there had to be humans somewhere on this world. Surely that's where Peter would return to. Felicia nodded with a smile. In the meantime, it would be best to lie low until she saw a familiar face.<em>

_However, the woman stopped in her tracks as the muscles in her body locked involuntarily. Felicia fell to the ground and clutched at her chest before her entire body was engulfed in a bright flash of light. The energy dissipated, prompting the woman to place a hand over her eyes. Felicia's eyes shot open as her mind took in a horrid realization. The fingers on her hand were gone, leaving her limb stubby. Felicia's vision snapped towards her other hand, only to find the same occurrence._

_Black Cat stumbled back, rolling to the ground in a panicked heap. She peeked down, finding a snow-white tail emerging from between her legs, staring wildly at the flat things that were now her feet. Strands of her hair fell, blocking the transformed woman's field of vision. She attempted to stand, but her legs wobbled, causing Felicia to fall to the ground in the same manner an infant would when learning to walk for the first time. Felicia held her limbs across from her face. Her skin color had been altered as well._

_She paused after brushing them against each other, shuddering afterward. It was worse. She had **fur** now, and it was sky-blue of all colors. Felicia blinked inanely once her sight settled on her costume. It barely fit her once voluptuous form. Now, it was baggy, unfit for this physique she was forced to cope with. She wiggled her way out of the latex before glaring intently at the lake near her position. Felicia's mind raced as she crawled along the grass, begging that she hadn't been changed into that. Finally, she reached the bank, holding still as she stared at her own pointy-eared reflection, muzzle and all._

_Felicia's face grew as pale as the moon before the mare screamed at the top of her lungs._

* * *

><p>Twilight swallowed the last remnant of cheesecake and nodded, as if content with Peter's response. "I suppose you're right. Unfortunately, we'll have no means to find her since we have <em>no<em> idea what she looks like as a pony." The princess brushed a napkin over her mouth. "That's _if_ she transformed into a pony. Felicia could be a griffin, a cow, a donkey, a dragon, or a changeling! There's no way we'll know until she gives herself away."

"Changeling? What's that?" Peter questioned before shaking his head. "Anyway, I doubt Felicia will be making any moves for a while." Stretching his arms high over his head, Peter let out a low yawn and stood. He offered Twilight a hand, which the princess accepted with a smile. The couple made their way to the register. As Twilight wrapped her arms around one of Peter's, the young man gave the waitress an earnest smile as he offered her his bank card. "Just one last thing to let go of. You own this café, right? I want to give you a tip."

The woman smiled. "I do. Thank you. We'll accept any blessing you're willing to give, but you've done enough for us already, Spider-Man."

Peter used his free hand to scratch the back of his head as he chuckled sheepishly. "It never hurts to give back. Besides, I want you to have this. Consider it my thanks to Tania."

Parker whispered the desired amount, earning a bewildered expression from the waitress. She typed the amount into the register with a trembling hand. A receipt printed out, with the word 'approved' labeled above the amount of one-hundred twenty-million dollars. After an awkward silence, the woman's eyes rolled into the back of her head before she collapsed behind the counter. Fortunately, Twilight used her magic to capture the waitress before placing her down gently.

Peter only smirked. "Huh. So _that's_ what it looked like."

_**-u-**_

* * *

><p>Peter sat near the center of the bed with his hazel gaze fixed on the ceiling, wearing only jeans and a tank top. Tomorrow was set in stone. The moment everyone awoke, they would step through the portal and return to Equestria, saying farewell to Earth for the last time. Peter closed his eyes and nodded. As far as he knew, everything was accounted for. While there was still so much to do, Peter was equally eager to return to his new home for various reasons. The door to the bathroom slowly opened, allowing steam from the shower to enter.<p>

Twilight stepped out with a towel wrapped around her head, but Peter's eyes locked on the girl's sleeping attire, or a lack thereof. She wore a small shirt that had the same crimson and blue design as his original Spider-Man costume and a pair of white panties with an insignia of his mask etched on the back of her bum. Peter's entire face flushed to a shade of pink. One might consider this the ultimate sign of flattery, but Peter couldn't help but feel a touch embarrassed that his face was on his girlfriend's butt.

After placing the towel in the hamper, Twilight crawled into the bed seductively yet clumsily until she reached her lover. Peter wrapped his arms around her slender frame, resting his cheek against the back of her shoulder while she snuggled into his grasp.

Peter grinned. "It's almost time."

Twilight nodded, stifling a giggle as Peter's foot played with her own. "Yeah. Are you okay with it?"

"I couldn't be _more_ ready," he replied, earning a content sigh from the princess. "There's nothing left for me here. My friends. My family. You…" Peter paused, seizing the opportunity to capture Twilight's lips in a deep kiss before parting for air. "Everything I love is in Equestria, but it _does_ feel good to have the chance to say goodbye. It _almost_ makes me want to thank Osborn and Discord."

Twilight's eyes softened. "Osborn…" The princess sobered, burying her face into the crook of Peter's neck while she ran her fingers over his shoulders. "I know he was evil, and I don't regret what I did. Does that make me a hypocrite?"

"Nope," Peter declared without hesitation, causing Twilight to pull back and give him a wide-eyed expression. He brushed the back of his hand against her cheek. "You never once lost sight of what's important, Twilight. Honestly, you've been saving my life in so many ways since we've met. You gave me a fresh start when I was at the lowest point in my life. You put a roof over my head. You forgave me for what happened to Uncle Ben and Gwen when I couldn't forgive myself. You… became my best friend."

Peter kissed the center of Twilight's forehead. "You gave me love and healed my heart. You're always there to make sure I don't do anything colossally stupid and ready to lecture me when that fails. You chose me to be your knight and trusted me enough to make me a prince despite my failures. Even before that, you stayed with a nobody like me after you became a princess." Their faces were inches apart. "I'm not done yet."

Peter's smile widened as tears rolled down Twilight's cheek. "You saved me from a severe Hulk smashing. You bought out the Daily Bugle, gave Jameson a healthy dose of karmic justice, and managed to get the city to like me. You destroyed the Venom symbiote. You saved me from falling to the dark side, ended the Green Goblin for good, _and_ saved two universes in the process!"

Peter leaned forward, brushing his lips against Twilight's while his hand fell over her stomach. "Best of all? We're about to start a family, thanks to you. Madame Web swears I'm the greatest hero. Honestly, that couldn't be further from the truth. I'm _looking_ at the greatest hero right now. She's the best girl a guy could ask for, and I love her to death. Twilight, you'll always be _my_ hero." His smile widened. "Thanks to you, I'll get to spend the rest of eternity with the girl of my dreams. Twilight, _I love you_."

Twilight bit down on her lip, choking back a sob to no avail. For _everything_ Peter just said, she almost couldn't respond. Her heart felt light, fleeting, and the knot in her stomach tightened. Her ascension as an alicorn no longer felt like a curse. She wouldn't be alone. Twilight finally responded, pressing her lips against Peter's. They remained as such for minutes, allowing their bodies to speak on behalf of their minds and hearts. Twilight's mouth opened, allowing Peter's tongue to explore her further.

They were ready to depart from this world, knowing it would serve as the first step in the next stage of their lives. Twilight moaned blissfully as she laid on her back, prompting Peter to position himself on top of her. The princess managed to use her magic to shut off the lights to the room before melting into her lover's advances, evident by her pleased moans. They drank each other in, caring not for the outside world. This was their present, and if circumstances allowed, it would undoubtedly be their future.

Peter hesitantly parted, keeping his forehead pressed against Twilight's. "Why is my face on your butt? Are you trying to tell me something? You know, my face would make an awesome cutie mark- Ow!"

* * *

><p>A few minutes remained until the portal was supposed to close. Sunset stood next to the opening with her hands over her hips. Luna, with <em>Celsius<em> strapped behind her back, kept her stern gaze centered on Peter's bedroom door. Doctor Strange sat in his meditative stance near the portal while members of the Avengers gathered. A smile suddenly formed on Luna's face as Peter and Twilight walked into the vicinity.

Tony stepped forward, extending his hand to Peter. Both men shared a smile after briefly shaking hands. "Good luck, Peter. You're a smart kid. I know you can be a great inventor if you put your mind to it."

Once they parted, Thor placed his hand over Parker's shoulder, smiling as he patted the young man strongly. "Fair journey, my friend. May Odin watch over you."

Peter chuckled sheepishly, struggling not to stagger under the God of Thunder's strength. "Thanks, but Twilight and Luna will be doing that for me."

Doctor Strange gave the young man an affirming nod along with a warm smile. "Try not to annoy the Equestrians too much, okay?"

Peter rolled his eyes. "Okay, Sorcerer-kind-of-okay-ish."

The Hulk emerged, staring down Peter with a saddened gaze. "Hulk… miss Bug-Man."

Spider-Man simply nodded, placing his hand over Bruce's forearm. The effects of the Elements of Harmony were already beginning to wear off. "Take care of yourself, big guy."

Nick Fury approached Peter with his arms crossed. "You've always been a huge pain in the ass, kid. I was always worried. With all of the crap you've gone through, I was waiting on you to become the next big supervillain, but you never did." His expression softened, losing all forms of steel. Soon, the older man's lips curled into a small smile momentarily before he shook Spider-Man's hand. "Equestria's safe as long as you're around. You'll be considered the best to me."

Captain America nodded once Parker stepped in front of his position. "Peter. It's been an honor." Steve raised a hand over his forehead, straightening his posture as he saluted Spider-Man. "Safe journey, son." Peter finally reached Wolverine, the hero he had the most history with. Both men shared a glance for several moments before smiling warmly.

"So long, bub," Logan stated, extending his hand. "You better not screw up."

"No guarantees," Peter chuckled before he accepted the gesture. "You sure you don't want to come with us? Equestria's pretty awesome, you know?"

Wolverine shook his head. "I can't, bub. There's too much I'd be leaving behind. Just promise me you'll take care of Red. She can use you."

Peter arched a brow, managing to smile once he stole a glance at Sunset Shimmer. "Don't worry. I'll make sure nothing happens to her. I promise."

The Avengers gathered together, watching somberly as each Equestrian stepped into the portal and vanished out of existence. Spider-Man approached the gateway after his friends had already entered, pausing to steal one final glance with Earth's Mightiest Heroes. A hint of sadness pulled at his heart, evident by his desolate expression, but Peter's eyes widened at a peculiar sight. One by one, each Avenger smiled and gave a small nod of approval.

Nothing needed to be said. They believed in him. Peter brought a forearm over his eyes, wiping away his tears before holding out a simple thumbs-up. Spider-Man finally turned around and walked through the portal, his form vanishing in the collection of energy. Doctor Strange lowered his hands, allowing the gateway to dissipate and fade from existence. The link between both worlds was finally sealed, and with it, Earth's greatest superhero was gone, ready to protect his new home.

_**-u-**_

Landing on his hind legs, Peter stood upright as he analyzed his surroundings. They were within the walls of the castle, the royal chambers to be exact. Suddenly, as if his mind had finally caught up with reality, he found everypony was present and smothering the others. Considering the differences between Earth's and Equestria's time rate, it was easy to assume everypony was awaiting their arrival. Princess Celestia, with tears in her eyes, embraced Luna, pausing well after the fact to acknowledge her sister's considerably shorter stature.

Turning to the side, Celestia's eyes fell on Sunset Shimmer, who quietly stood near the back of the room. The young mare shamefully lowered her head, only to let out a surprised squeak once Celestia rubbed the underside of her chin against Shimmer's ear affectionately. Sunset was slow to respond. Her bright blue eyes swelled with tears while her sniffles gradually grew into sobs before she buried her face into Princess Celestia's chest.

"I'm very proud of you," Celestia whispered, choking back a sob.

Luna nudged Peter, freeing the stallion from his self-induced trance. It was swift, but the princess stood on the tip of all four of her hooves as she leaned against her friend. Peter's face flushed at the act of affection from the usually hardened mare. However, his lips curled into a smile before the stallion wrapped a hoof around Luna's neck and pulled her small frame into a warm embrace. This established bond would take time to adjust to on both of their parts. Peter grinned while Luna giggled softly. That was perfectly acceptable as far as they were concerned.

"You're such a dwarf now," Peter chuckled, patting the top of Luna's sky-blue, silky mane.

Luna rolled her eyes. "I may love you, but I _will_ smite you."

Peter waved his hooves defensively, taking the small mare's words to heart. Luna returned to her sister's side while Parker directed his hazel gaze to the gathering of ponies across the room, particularly to the hint of violet at the middle of the swarm. Twilight was practically smothered, held tightly in her parents' hooves while Spike hugged one of her limbs. She escaped, only to be captured in the hold of Shining Armor and Cadance. The rotation continued, giving Twilight little to no hope of recovering.

Rarity bawled at the top of her lungs. Rainbow Dash dropped her pride and joined the group hug, smiling earnestly. Applejack and Pinkie quickly joined, prompting all six mares to tighten their conjoined embrace. Fluttershy worked her way through the crowd, pausing once she was inches from Peter. The stallion smiled, extending his hooves for an embrace, but the pegasus recoiled and eased away from the gesture, whimpering slightly. Peter's eyes widened, stopping in his tracks. Fluttershy's gaze fell to the ground while her ears fell into her mane shamefully.

"I-I'm sorry," the mare whispered, easing back into the crowd.

Peter's eyes softened. "Fluttershy… are you afraid of me now?" With a saddened gaze, he watched the rest of his friends embrace Twilight. It was almost easy to forget that he would have to deal with the fallout of the battle with Osborn. Mostly everypony would believe Nightmare Moon was still within him. All things considered, it was best for it to remain that way, at least in the stallion's eyes. Luna's reputation was still recovering. Should anypony learn that she was harboring Nightmare willingly, it might damage the alicorn beyond comprehension. Peter furrowed his brow, stealing a final glance at Fluttershy. "Now, I know how Luna felt back at the Gala..."

Sadness, like a wave, swallowed the stallion, but Peter managed to force a smile onto his face while he watched everypony conversate. After everything that transpired, it was easy to assume that Twilight was the mare of the hour. Peter paused, blinking as Trixie approached his position. Before the stallion could react, the mare reached out and pressed her lips against his cheek before briefly embracing him.

"Welcome back," Trixie whispered sweetly, parting with a smile. Her stoic demeanor resurfaced, apparent through a bemused expression and scoff. "I certainly hope you're proud. You had me worried sick."

Peter chuckled. "I didn't think you cared, Trixie."

Trixie scoffed, unaware of how rosy her cheeks were. "I don't. Trixie is happy on the grounds that you can take your three terrorists back."

"Terrorists?" Peter questioned before his ears perked at the blaring alarm going off in his cranium. The stallion grimaced. "Uh, oh..."

Three small blurs sped into the stallion, knocking him to the ground. Sweetie Belle cooed as her hooves wrapped around Peter's neck, and Applebloom's grip was just as sound, making the simple act of breathing challenging for the adult. Scootaloo, while not displaying her friends' sentimentality, sat on Peter's gut with an earnest smile. Eventually, the stallion managed to force himself from the ground and scoop up all three fillies in his hooves at once, earning a content sigh from Sweetie Belle, a soft giggle from Applebloom, and an exasperated groan from Scootaloo.

Peter's eyes softened at a belated realization as he placed the girls down gently. "Wait. You all saw what happened, right? I'm not from this world. Never have been. I'm sorry I couldn't tell you sooner. I mean, it's not often you meet an alien. I was just worried you all would hate me. So, I understand if you're afraid of me now."

"Ah don't care about that!" Applebloom declared, earning a surprised look from the stallion. "You're still my big brother!"

"I still think you're dreamy…" Sweetie Belle cooed, blinking her eyes affectionately once she was a few hoof-lengths from the stallion.

Scootaloo rolled her eyes and smirked. "Everypony knows aliens are super cool!"

Unable to lower his smile, Peter sighed. "Thanks, girls." Their responses were very childlike, but they were honest, which meant the world. After Peter patted each filly over the head, he arched a brow at a thought. "Where's Babs Seed?"

Trixie shook her head. "Babs is fine. She's taking a nap right now. The poor child got sick after she watched the Green Goblin murder your friend."

The stallion nodded. "I see. Hey, Applebloom…" He trailed off, patting the filly over the head. "Go give Babs a hug for me, okay?"

Applebloom smiled, running off at Peter's command. Suddenly, his sixth sense chimed once again. The stallion turned just in time for a pair of hooves to wrap around his head. Peter gathered his bearings, preventing the force from knocking him to the ground. He pulled the mare back with a furrowed brow, failing to recognize her dark brown coat. However, his hazel eyes widened once his gaze met her bright blue irises. They were warm and serene, something he grew up adoring. Peter's eyes traveled, alternating between the mare's earrings, her wonderful smile, and short silver locks.

"Aunt May?" Peter called out, earning a knowing smile from the pegasus. Both ponies embraced each other tightly, separating after several moments. Peter froze, arching a brow at the pair of appendages on his aunt's back. "Wait. You're a pegasus?" Suddenly, the stallion's expression soured. "Oh, _come on_! Why do _you_ get to have wings and I don't?!"

May huffed, hitting Peter's hoof. "Oh, shush! That doesn't matter!" The stallion tilted his head to the side while the mare's expression stiffened. "What _does_ matter is that you're about to be a father, and you didn't tell me!"

Everypony in the room froze, the volume dropping to where pins could be heard falling on the floor as all eyes shifted from Twilight to Peter. An alarm went off in the stallion's head before a white blur sped into his frame.

Shining lifted Peter by his neck, shaking him violently. "Why, you little scoundrel! You knocked up my sister! What were you thinking?!"

Flustered, Twilight's entire face shifted to match the color of a tomato. "Shining, stop it! I deserve half of the blame." she cried out. "We didn't even think it would be possible!"

Looking back to his sister, Shining Armor let out a huff, releasing Peter from his iron grip. "An accident?"

Peter picked himself off the floor, grasping his throat and coughing a few times. "We prefer the term 'unforeseen blessing'." Peter slurred, his vision refusing to stop spinning. "It's a long story. We'll fill you in on the exact details later."

With the silence broken, a large commotion lit up from the crowd. Everypony was eager to share their words of congratulations with the pair.

"I must say, darling, that bit of news was... quite unexpected!" Rarity said, her voice failing to contain her excitement. "To think, one of my best friends is to have a foal!"

"Yeah. I could hardly believe my ears when I heard it," Fluttershy giggled with a large smile. "Congratulations, Twilight."

Twilight's expression softened, returning her friends' smiles. "Thanks, girls."

Cadance giggled uncontrollably, giving her sister-in-law a friendly wink. "It sounds like that book helped you a lot more than I thought, but I can't help but worry about the baby's future." Shifting her gaze to the side, the older alicorn opened her mouth to continue, but inhaled sharply, her eyes widening suddenly. "By the stars…"

Sweetie Belle poked the Peter's hoof before pointing near his tail. "Peter! Look!"

Peter snapped his head back, directing his gaze to where Sweetie's hoof led. Applebloom and Scootaloo stared at the sight, mouths agape. A black insignia was placed on the stallion's flank, bearing eight legs. Its design was simple, matching that of the spider emblem he wore on his heroic costume. Peter's gaze softened. Ironically, it was something Peter wanted nothing to do with when he first came to Equestria. However it wasn't necessarily surprising after everything he had been through. Peter Parker would always be Spider-Man, no matter where he came or went.

Peter could only chuckle. "I guess that's a no-brainer at this point. I tried to deny it for quite some time now, but there's no point in doing that anymore. This is what I am and what I will always be." Pulling the Spandex over his head, the stallion ran a hoof over the eight-legged emblem on the costume's chest. "I am Spider-Mane."

"While I hate to cut the celebration short," Celestia intervened, stepping amidst Peter and everypony in the room, "we have much work to do until we can all relax."

* * *

><p>Princess Celestia stood over the podium at the front of the castle. Spectators had gathered from around the world, filling the streets. Peter, Twilight, Luna, Shimmer, Spike, Shining Armor, and Cadance stood behind the princess as she addressed the crowd one day after the events involving the Green Goblin. There was tension in the air, making it difficult for some to breathe. Peter was crestfallen, glancing away at the hundreds, if not thousands, of glares he received. Even the armored knights of Canterlot stared at him with disdain.<p>

Perhaps it was fear or anger that drove them. They saw the worst of their new champion, and Osborn's words weren't exactly wrong. He was dangerous, proving to be quite a problem should it ever cross his mind. Peter sighed. He would never betray the world, but the ponies weren't quick to believe that. Everything that had transpired was _his_ fault. He was an outsider trying to blend in, and now that the truth was out, complete trust was perhaps out of reach now.

Twilight tapped the stallion's side, freeing him from his self-induced trance. "Hey. Are you okay?" she whispered, smiling reassuringly.

Peter shook his head, dismayed. "Not really."

"Give them a chance," she politely declared, resting her hoof over the stallion's. "Some are afraid, but that doesn't mean you should give up. No matter what happens, we'll see this through together."

"That's the problem," Peter stated, looking to the side angrily.

The glares weren't reserved just for him. Nearly everypony on the stand received some criticism. This was a secret their royal court had kept concealed, and now, everypony was in the line of fire, especially Twilight. She was the one who chose the outsider to become her personal knight when there were others who would have killed for the position or earned the right. They questioned her integrity and decision-making, especially since she was harboring an alien's baby. Peter chastised himself. He even managed to put their unborn child in jeopardy before it even had a chance.

"I didn't want to drag all of you down with me, but it seems I failed to do that. Horribly," Peter finally answered, sighing desolately. "I'm sorry, Twilight. I wanted to protect you, but it seems I'm more of a danger to you than anypony else."

Peter's words hit Twilight like a punch to the gut. It was easy to understand why the stallion was so dismayed. For all intents and purposes, this was too close to home. Peter's reputation as Spider-Man was salvaged and renewed on Earth, with the people finally seeing he was a true hero, but for Equestria, it was at a low that threatened to drag him into an abyss of neglect and loneliness. The inside of Twilight's chest tightened. There was a familiar sense of dread lingering in the mare's heart.

She recollected watching Peter's memories. She would not allow him to relive such loneliness, not again. Twilight leaned to the side, managing to plant a kiss on the stallion's cheek as Princess Celestia prepared her speech. Peter was still, staring at his mare with a saddened hazel gaze, but much to Twilight's relief, he gave her a small smile, as if understanding her desire to stand by his side.

"Everypony, you have all learned the truth. Peter Parker is not from the land of Equestria. He has always been a native of Earth, a world far away from our own," Celestia coolly declared, nodding. "My student, Princess Twilight Sparkle, summoned Peter here to help fight off the dragon that attacked Ponyville several months ago. Ever since then, he has stayed under our watch, protecting those around him under his own power. With no way to return to Earth, he accepted Equestria as his home and protected it without prejudice."

Celestia's eyes softened. "He has saved my sister's life and sacrificed so much for our sake. I understand that some of you will fear him, but I ask you all to open your hearts and trust him. We cannot allow one's biology to decide whether or not they will be accepted or rejected. Peter will remain a knight of Equestria and Twilight Sparkle's chosen prince." She sobered, stepping to the side. "Do not allow your fears to speak on behalf of your hearts. Please. The Green Goblin is vanquished and peace has returned to our world thanks to efforts of Twilight Sparkle, Spike the Dragon, Sunset Shimmer, Princess Luna, and Peter Parker."

Every gaze remained centered on those near the podium, but Celestia remained steadfast, stepping back to stand next to Peter and her sister. "Nightmare Moon has been purged from Peter's body thanks to the joint efforts of my sister and Twilight Sparkle. We must move forward as one and not allow our fear to shut out those looking in our best interest. Yes, we have known the truth about Peter's origin since he arrived on our planet a few months ago, but we gave him our earnest trust because we _believed_, not in what Peter _was,_ but what he _could be_. In my eyes, as well as those of others, Peter has become a friend, family, a knight, a hero, and he shall soon be a father to Twilight Sparkle's child."

Celestia's voice was calm and impossibly gentle. It was clear she supported the outworlder without a hint of hesitation. "Do not worry. I beg for you all… to not close your hearts off to Peter or anypony closely associated with him. You must have faith and listen to your hearts. Peter protected Ponyville with his life from Discord's underling. He saved lives in Manehattan by potentially sacrificing his physical well-being. Peter defended the Crystal Empire and vanquished King Sombra while protecting Prince Shining Armor. He nearly _died_ protecting my sister and Princess Twilight Sparkle multiple times. Should you all truly distrust somepony who has given _everything_ for the sake of good?"

Disheartened, a majority of the armored knights closed their eyes shamefully while only a few of the spectators sadly glanced away. The rest stood steadfast, emotionless and unreadable. Peter's eyes softened, unable to ignore the sickening coldness from realizing how harsh the world could be. The stallion took in a breath once Twilight nuzzled into his side and Luna gave him a small smile while Spike and Sunset Shimmer nodded their approval. For now, Peter could only revel in the warmth provided by his mare and friends, for that was his only chance to survive the days to come.

Celestia's warm gaze fell on the stallion before settling on the surrounding crowd. "He is _my_ friend as well, and I implore that you treat him as such. Equestria is and will always be a safer place with Prince Peter Parker and Spider-Mane watching over it."

And with that, they left, ready to face the perils of the approval of Equestrian society.


	61. Final Chapter: Epilogue

_**Final Chapter: Epilogue**_

Norman groaned as his vision cleared. A bolt of pain ripped through his being, and he slammed his eyes shut again. Osborn blinked, finding a pair of individuals across from his position. One's body was composed entirely of electricity, the energy spiraling around his frame, but he was prone, lying unconscious. It was Electro. Norman's eyes widened as the electric man's body morphed, taking the shape of an equine. Osborn's gaze fell on the individual that stood over Electro, a dark robe concealing everything with the exception of his brown face. He resembled a baboon. He walked over to Norman, folding his arms across his chest as he did so.

"Where… am I? And who are you?" Osborn coughed weakly, his vision blurring.

"On the outskirts of Tartarus," the individual declared, nodding. "I am Lord Tirek. You are _very_ fortunate. Your body was ripped asunder by chaotic magic. Discord managed to save a tiny bit of your original essence and brought you here. It will take quite some time for you and… Electro… to heal, but I'm confident that you'll recover in good time. I'll even make certain you're ready to use your pony forms while we wait. I must warn you. It will take quite some time. You will just have to be patient."

Norman's breathing slowed. "I'm in… Equestria? What do you want from me?"

Tirek smiled. "I believe we both want the same thing: power. However, there are those who always want to stop us. As we are, alone? We don't stand a chance, but united, we can wipe our enemies from the face of this world." The centaur stood. "I want Equestria at my knees. You want Spider-Man. We're forming… a group of sorts. So far, there's the three of us, and Discord is working to recruit three more. With the six of us working together, the fools of Equestria, let alone Spider-Man, will not stand a chance against our might." Tirek paused, furrowing his brow. "I only ask you this. Will you join us?"

Osborn was silent for a duration, but he soon broke into laughter, cackling maniacally. "Oh, yes. Count me in." Light enveloped his body, burning brightly before slowly dissipating. Norman extended his hand out, finding it had taken the shape of a hoof. However, this didn't come as a shock. His fur was even green, as if irony was laughing at the newly-formed equine. Osborn merely scoffed. "This will take some getting used to."

"There will be _plenty_ of time to adjust. Years, perhaps," Tirek stated, stepping to the side while averting his gaze to the ground. A pile of equipment rested nearby, but Osborn's eyes shot open at the sight. There was a purple hat and tunic sitting on top of a knapsack. Underneath the collection, there was a glider, its slick design intricate and advanced. Tirek's smile widened. "Discord managed to retrieve some of your old belongings. We both believe it is time for you to return to your roots."

* * *

><p>Discord floated around aimlessly in the astral plane, his physical form completely intact. "Well, that worked out much better than I had hoped. This entire ordeal has been <em>so<em> much fun."

The draconequus raised his talon, prompting an orb to materialize above it. Images began to play within the sphere. "That Norman Osborn was a fool. I gave him a fraction of my power and warned him that using it all at once could destroy his body. Twilight Sparkle merely put an end to his misery ahead of schedule. Had she not, Norman's body would have completely disintegrated in a week's time. I _really_ shouldn't have saved him, but I'm certain he'll be far more complacent this time around."

The orb spun around Discord's body, disappearing in a blur. "Oh! Woe is me! I've been captured by the Green Goblin! Please save me!" he sarcastically chimed before bursting into condescending laughter. He inhaled deeply, managing to recollect his nerve. "Oh, those ponies are _so_ gullible, and they panic easily. I powered up _one_ dragon, and Twilight Sparkle went so far as to summon somepony from another world! It's too good to be true, honestly."

Discord sat upright, maintaining his place in midair. "I thought Peter would be an inconvenience to me. I mean, he is _such_ a do-gooder, and the bond he shares with Twilight could become quite troublesome for me down the road." A smile formed on the draconequus's face. "It's ironic. Now, I can't stay away from him. He is a strong catalyst for chaos. No matter what happens, trouble _always_ seems to find him in the worst way. I would be foolish to disregard such potential. The possibilities are endless! It certainly helps that his presence alone has caused disarray and disharmony to spread among the populace of Equestria. I couldn't have planned it better myself."

Discord arched a brow. "It's not like Parker can hate me for it. It's such a marvelous trade. He gets a fresh start, a marefriend, and a family! All I ask for in return is a share of chaos here and there. It's _only_ fair in exchange for all I've done for him. I don't even have to lift a finger! Chaos just flocks to him naturally." Snapping his fingers, he materialized a pair of sunglasses over his eyes and created a bag of popcorn out of nothingness before chewing it down smugly. "Chaos is _so_ much more enjoyable when somepony else is doing it for me. So for now, I'll just sit back and enjoy the show. After all, this should be _most_ entertaining!"

* * *

><p>A couple of days had passed ever since Princess Celestia addressed the citizens of Equestria about Peter's background. For Luna, tension was at an all-time high, but it wasn't for that reason. The events that unfolded on Earth affected everypony, but it was clear that most of it transpired with Twilight, Peter, and Luna herself. Celestia was informed of what had happened regarding the Venom symbiote, the spell used to revive Peter, and why her sister was now considerably younger than she used to be. Luna trotted through the hallways of the castle.<p>

She had done quite well in avoiding her older sibling about the conversation, but the alicorn knew that Celestia would confront her eventually. That was a discussion Luna was not particularly looking forward to. If there was one pony she truly feared, it was her big sister. Luna let out a sigh of relief once she reached her private quarters. At the very least, she could rest for the day and contemplate how to carry on with her night. However, the younger alicorn inhaled sharply upon spotting her older sister at the end of the hallway, her expression stern.

"Hello, Luna. I believe we need to talk," Princess Celestia murmured, pacing across the room. The alicorn's stern gaze remained fixed on the floor before she shifted it towards her sister, who was barely a third of her height now. "Do you realize what you've done? You could have died performing that spell! Now, your power is radically diminished. You can still raise and lower the moon, but I'll have to help you on occasion now. There's no clear indication on how long this effect will last!"

Luna calmly nodded. "Yes. I am aware of that."

Celestia's expression sharpened, causing Luna to cringe involuntarily. "Do you realize how many years you have shaved from your life? You have been living for _eons_! You have regressed to the point where you're a young adult again! You're only two years older than Twilight now! You're so impulsive!" While Celestia was yelling, her voice remained calm, but her concern was evident, as it wavered. "You dove headlong into a situation without thinking rationally! By the stars! Had you given up any more of your essence, you would have died!"

Luna blinked, lowering her brow, yet she stood firm, even as her sister's shadow overlapped her entire body. "I know that!"

"_Do_ you?!" Celestia barked, tears pouring from the sides of her eyes. "_That_ was foolish, yes, but _willingly_ taking Nightmare Moon back into your body? Did you forget everything? you learned from the first time Nightmare has caused you eons of suffering and drove us apart! I _lost_ you, and now, I have to live knowing there's a chance history might repeat itself!" Inhaling deeply, the alicorn let out a low sigh. "We may have kept this a secret from everypony in Equestria, but the truth will eventually come to light. Why did you do this? Just… why?"

"Because I love Peter," Luna bluntly stated, placing a hoof over her chest. "Yes. I lost my way, but he and Twilight brought me back from the abyss. I didn't want to see that girl raise her child without a father." The princess gazed up at her sister. "Peter's heart may belong to Twilight, but my heart belongs to him. I have no regrets about my actions. I did it for the sake of protecting my best friend. If you are going to punish me for that, fine! Just know, if I had to do it all over again, I would, and I will continue to walk this path."

Celestia's eyes widened. She stared at her sister, mouth agape. "Why are you so stubborn? Just _once_ I would like for you to listen to reason," she growled under her breath, shaking her head. Hesitantly, the alicorn nodded. "Fine. Since you're so sure this is the right course of action, I guess I can only accept it." Lowering her head, Celestia brushed her cheek against Luna's affectionately. "I guess you have changed. You went this far for the sake of one individual, an outsider even. I'm happy to see you're finally learning to listen to your heart. Just… try to be careful next time. You're _my_ sister, and I've loved you since the start. It would crush me if I lost you."

Luna's eyes softened. "I'm so sorry. I didn't mean to make you worry."

Celestia pulled away, stealing a glance at the other side of the room. _Ignus Solaris_ rested on a pedestal above _Celsius_. "Peter willingly sacrificed his magic to help seal Nightmare Moon away, correct? He loves you as well, clearly. I believe we need to repay him somehow. Do you have anything in mind?"

Luna paused, nodding before smiling. "I believe I do."

* * *

><p>Velvet paced around the room with a bounce in her step. "I still can't believe it!" The mare practically squealed, kissing Twilight's cheeks and forehead multiple times. "My little girl is going to be a mommy, and I'm going to be a grandmother!" Velvet's smile couldn't grow any wider as her hooves danced in place. "What did the doctor say? How far are you along? Is it a boy or girl?!"<p>

Twilight waved her hooves dismissively and shook her head frantically. "Mom! Calm down!"

Peter chuckled nervously. "There's almost nothing to report. The doctors said Twilight's only eight days pregnant. As far as they know, there aren't any complications to report. The fetus hasn't even taken shape yet."

Cadance nodded feverishly, her cheeks as crimson as a set of roses. "I bet it's wonderful, carrying a life inside of you. Despite the fact that you two are from different worlds, you managed to come this far. I'm envious and jealous." The alicorn sobered, her eyes softening. "I am worried about the baby, though. A normal life is perhaps out of the question now that everypony knows of your baby's biological background. I'm worried about you two as well, and I'm afraid it might be too much to handle."

Shining nodded, his gaze mirroring his wife's evident concern. "What do you two plan to do?"

Peter's hoof fell over Twilight's, and the pair shared a smile. "For now, we'll do what we've always done. I'll remain on standby just in case emergencies pop up, but I think it'll be best if I just keep a low profile and stay in Ponyville. You know, at least until everypony calms down about the whole 'alien' thing."

Twilight inhaled deeply. "Princess Celestia pretty much declared that I'm on maternal leave for the next year. She believes this entire scenario will be a great learning experience, and she wants me to give her monthly updates on the progress of my pregnancy."

Velvet nodded. "I fully agree with her. It's best for you to just focus on the baby for now."

Cadance nudged Twilight playfully. "I certainly hope you won't ignore us. I want to know just as much as Auntie! I'll come visit you every week!"

Velvet patted Twilight's free hoof. "I will, too! I know what you're about to go through! I can help!"

Night Light grinned, rubbing the underside of his chin with a hoof. "Grandparents. It's a good feeling. I guess I'm just surprised Twilight beat Shining to it."

Shining sat in a slump with his chin resting in his hooves. "Don't remind me. Cadance hasn't stopped reminding me of it since she found out about this!"

"I hope you won't make me wait _too_ long, dear," Cadance politely stated, although the dark tint in her eyes indicated something else. "I mean, you _know_ how much I want to start a family."

Shining's blood grew cold, evident by his blue face. "Uh…"

Peter closed his eyes, patting the other stallion on the shoulder. "Tread lightly, dude."

* * *

><p>"It feels weird being back here, especially after everything that I've done, " Sunset Shimmer stated as she stood outside of Canterlot's School for Gifted Unicorns.<p>

Twilight smiled, sharing a glance with the mare. "Everypony deserves at least one second chance. You helped us out a lot. Without you, we wouldn't have been able to defeat the Green Goblin." The princess placed a hoof over Shimmer's shoulder. "Princess Celestia knows that, too. That's why all records of your involvement with the Green Goblin were cleared. You have a clean slate now. You should make the most of it."

Shimmer's ears lowered into her mane. "Oh, for crying out loud, I stole your crown! This all started because I was arrogant and jealous! Why are you and Prince Parker trusting me so much?"

Twilight's smile remained intact. "Because you're our friend. It's as simple as that."

Sunset bit down on her lip, choking back a sob. Slamming her eyes shut, the unicorn cleared her throat and recollected her nerve. "Thanks. I'll... I'll try not to mess up this time."

"I have faith in you. Princess Celestia told me how intelligent you are. This shouldn't be too difficult for you," Twilight giggled, earning a smile from the mare.

"Princess Celestia…" Shimmer trailed off, her eyes widening at a belated realization. "You know, I never understood what she was trying to tell me back when I was her apprentice. She always went on about how a pony's success is not measured by her level of power, magical prowess, or rank. Princess Celestia insisted I use my powers selflessly… for others. I thought she was full of it, but she told me to watch you and Prince Parker. I think I get what she was trying to tell me."

Twilight tilted her head to the side. "Really? What was it?"

Shimmer was silent for a duration, pausing to brush a hoof over her wet eyes before nodding. "That power is nothing without somepony to share it with. I ended up chasing away everypony in my efforts to become an alicorn. So, when I did finally gained all of that power, it felt meaningless. I felt alone without my best friend… without Princess Celestia. That's when I saw you and Prince Parker. You two are so powerful, yet you use that only to aid others. Not only that, but you also have the strength of those around you—ponies who support you. You two never turn your backs on anyone or show off. That takes courage. Courage that I didn't have. I wasn't nearly as strong as I thought, I was weak, actually. Only now do I realize that it takes strength to acknowledge others as equals."

"As long as you don't give up on your friends, they'll never give up on you," Twilight whispered, smiling gently. "That's why I'll never give up. I'm going to protect the world. I'm going to protect my friends, Peter, and you."

The tears Sunset had forcibly held back finally broke through her resolve at the alicorn's kind words. Despite being given a second chance, she felt she didn't deserve such kindness from the mare whose life she tried to destroy out of envy. Words tried to form in the mare's mouth, but all that came was a choked series of sobs. Before long, Sunset simply broke down into tears.

Twilight's expression softened greatly as she reached out and gently pulled her crying friend into a tight hug. The alicorn began to speak, but a flurry of apologies came first.

"I'm sorry! I'm _so sorry!_" Sunset wailed, burying her muzzle into Twilight's mane. "I was so cruel to you and Peter! I'm sorry I stole your crown! For getting you involved with the Green Goblin! For hurting you! For, for _everything!_ I'm_-!_"

Patting the saddened mare's back, Twilight softly shushed her. "It's okay, Sunset, it's okay! Everypony makes mistakes and bad choices," the alicorn reassured her. "What matters most is what you learn from them."

Sunset continued to cry for several long moments, before nodding her head and taking a step back from Twilight. Wiping her muzzle with a sniffle, she nodded once more. "I-I know. I've... I've learnt a lot from all of this."

Twilight beamed her a gentle smile. "Then, everything will be fine."

A long silence fell between the mares as Sunset shuffled awkwardly in place. "I... I probably should get going."

Twilight looked away, sheepishly scratching the back of her neck. "Yeah, I... uh... I should probably get going, too."

Taking a few steps in reverse toward the school, Sunset paused for a moment. "I should graduate within a year or two. During that time, would it be too much trouble if I came to see you all?"

Twilight let out a small chuckle. "Of course. You are welcome to visit Ponyville anytime, Sunset. Peter would like to see you as well. I'll even introduce you to my friends!"

Sunset opened her mouth, ready to respond back, but the school's bell chimed, ringing across the airwaves. Her gaze alternated between the door and the princess frantically. Twilight waved her hoof dismissively. "Don't worry, we'll talk more later. You should get going; you don't want to be late."

Sunset hesitated briefly, before bowing her head out of respect. "Thank you, Twilight," she trailed off, running toward the school with a skip in her step, "...for everything."

* * *

><p><em><strong>-u-<strong>_

A couple of days had passed since Celestia and Luna had their talk, and Peter found himself within the archives room of the castle. He stared at the glowing pair of sky-blue gauntlets on his hooves with a widened gaze before smirking. There was a black spider emblem at the top, and energy emitted from the weapons. He flipped high into the air and landed on his hindlegs, throwing a series of punches.

"Wow! These things are pretty sweet!" he cheered, arching a brow. "Where did you get these from?"

Luna walked over to Peter's side, giving the stallion a smile. "Thousands of years have passed since _Celsius_ and _Ignus Solaris_ were forged. My sister and I are familiar with the materials and techniques needed to forge a weapon similar to those two. They will enhance your strength and repel most forms of magic. Seeing as you are without magic now, I thought this would compensate for the loss."

Celestia grinned. "Fortunately, because of the spell that keeps Nightmare Moon locked away, we were able to infuse your signature and essence within the gauntlets. They will only react to you." The alicorn bowed her head out of respect. "Consider it my thanks for everything you have done for Twilight, my sister, and Equestria."

Luna closed the gap, kissing Peter's cheek. "And consider it _my_ thanks… for everything."

Peter scratched the back of his head, chuckling sheepishly. "Thanks. This means a lot." He stopped, removing the gauntlets from his hooves before offering them to Luna. "Would you mind keeping these here? If they enhance my strength, I'll need to save them for emergencies. Heaven forbid if I punch somepony and knock their head off…"

Luna nodded. "I understand. We'll keep them alongside _Celsius_ and _Ignus Solaris_."

_**-u-**_

* * *

><p>Sweet Apple Acres, a serene and tranquil abode, was experiencing yet another perfect day. The sky was clear, and the temperature was warm, accompanied by a gentle breeze. However, for Peter, it felt as if a dark cloud was hovering over his head. An entire week had passed since Princess Celestia gave her speech, but the ponies of Equestria had grown increasingly wary of his presence. Some kept their distance while others looked on in disdain. Peter had very few friends at this point, and even the stallion's small circle was diminishing, with Fluttershy too afraid to hold a conversation with him.<p>

Fortunately, Applejack and Applebloom were still close, not caring about what had transpired. After some debate, it was decided that keeping May's biological background and her relationship to Peter a secret from society was the best course of action. After a visit with the doctor, the mare proved to be healthy, vibrant, and normal. In fact, better than normal. Perhaps it was due to the magic of the transformation, but May was now considerably younger than when she was as a human. Going from a human woman in her fifties, to the equivalent of a mare in her thirties.

Peter watched his aunt from a distance, shaking his head. "It's so weird. She was old enough to be my grandmother back on Earth. Now she's young enough to be my big sister." He shuddered involuntarily. "I really hope things don't turn weird."

"Too late, sugarcube," Applejack chuckled, standing on her hind legs as she leaned over the fence.

"Are you sure you're fine with this, Applejack?" Peter questioned, alternating his gaze between the blonde and her farm.

Applejack smiled, patting the stallion's shoulder reassuringly. "It's no problem, Pete. We have plenty of room, and it'll help your aunt adjust. You can't keep her cooped up in that castle. You have to let her breathe, Pete."

Peter exhaled, shaking his head. "I know. I just…" He trailed off into a sigh, shifting his gaze to the side. "I'm worried, you know? You _saw_ how everypony reacted during Princess Celestia's speech. They don't know what to think of me. If they found out Aunt May is an alien or is related to me, she'll be an outcast, too."

Applejack furrowed her brow. "Ah still don't get why everypony's acting so uptight about it."

The air around the pair seemed to have lightened. Peter managed to chuckle under his breath. "Maybe _you're_ the weird one, then? I mean, you, Twilight, and the others never thought about the alien thing once."

"Partner, you saved two of my best friends when you first got here. That's an easy way to earn somepony's trust right there," she stated, nodding before shifting her gaze to the horizon of trees on the other side of the ranch. "My folks raised me to judge a pony by their actions, not their looks. That's why Ah could care less about what you were and where you came from, because what I saw in ya was an honest to goodness, kind pony." Her blonde face glowed with a bright smile." Applebloom really likes you, and Ah think Twilight couldn't have chosen a better pony."

Shaking his head, the stallion scoffed. "What about Nightmare Moon? Didn't that scare you?"

Without a hint of hesitation, Applejack shrugged. "Twilight and Princess Luna got that out of you, right? So, why would I be afraid of you?" the farmmare asked honestly. "You seem like the same ol' Pete to me."

Peter's eyes softened. "Thanks, Applejack. That really does mean a lot to me."

"Aw, don't mention it," Applejack replied, waving a hoof dismissively. "What are friends for, right?"

A peaceful silence passed between the two for a short time before Peter spoke up. "I still think it'd be a good idea for you and the others to avoid walking with me in public. Death by association, you know?" The stallion paused as May walked alongside Applebloom and Big Macintosh, maintaining her balance much better than usual. Peter returned his line of sight to Applejack's emerald irises. "Everypony's in a panic, and it's because of me. I don't want Aunt May's name slandered because of me. Promise me that you guys will _not_ tell anypony that she's related to me. She needs a _fresh_ start."

Applejack nodded. "As far as Ah'm concerned, May's a member of the family. So, don't you worry none, Pete. We'll look after her." The farmpony smiled, pausing as she watched May adjust Applebloom's bow. "She's only been here for a little bit, but she's already getting along pretty well with everypony. Applebloom and Granny Smith have _really_ taken a shine to her. In fact, May almost reminds me of my Ma-" Applejack stopped abruptly, clearing her throat once the stallion arched a brow. Waving her hoof dismissively, the mare turned and trotted to the ranch. "Any-who, stop overthinking things, Pete. You'll be much happier when you do."

Peter scoffed, smirking before taking his leave as well. "If only it was that easy, AJ."

* * *

><p>Twilight nudged the stallion as he stared somberly at the clear sky. "Hey. You're daydreaming again," she whispered, keeping her loving gaze centered on Peter's hazel irises. Twilight's wings stretched out before folding back into her sides. "You've been really…" she paused, struggling to find the right words, "...out of it all week. You were staring out into space for minutes. What's wrong?"<p>

Slow to respond, Peter glanced off to the side, gazing at the village of Ponyville. "The Green Goblin's finally gone, but… why does it feel like I've lost? I should be happy, but it feels like things are worse now than they've ever been."

Twilight's eyes softened. "You know it's not like that, Peter. I, for one, think that…"

The mare trailed off at a disturbing sight they had happened upon with their arrival to Ponyville. Silence reigned over the town as every villager within range stopped in their tracks, staring intently at the stallion standing beside her. Some fillies ran away out of trepidation while others hid underneath their parents. Hushed whispers escaped from the crowd.

"It's Spider-Mane…" a stallion whispered, pushing his daughter behind his position.

"What a freak…" a mare sneered disapprovingly.

"Why's he even still here?" murmured the voice of another mare behind the pair.

"It's _his_ fault all of this happened…" another stallion whispered, furrowing his brow.

"What's stopping him from attacking _us_?" a filly stated, hiding behind an adult.

Their glares intensified, some ponies looking on in disgust while others shook their heads out of frustration. Peter's eyes softened, the cruel reality striking his core. He was an alien among an aware populace, the pink elephant in the room. He was a potential vessel for Nightmare Moon, a violent individual. Peter felt tiny, diminishing... under the world's shadow. He could never truly be happy, not while the entire world knew the truth. The stallion sped off into the distance, wanting only to disappear.

"Peter, wait!" Twilight called out, reaching towards the direction Peter ran off to.

Twilight was taken aback by how much distance was put between herself and the stallion in the span of a couple of seconds. "Peter!" However, her cry was for naught. Peter hopped high into the air and shot a strand of webbing against the roof of a house, managing to slingshot himself away. The mare readied to follow the stallion, but paused as she remembered the surrounding spectators.

Twilight looked about the crowd angrily, a hard glare casting down upon them all. "What is _wrong_ with all of you?!"

The crowd recoiled at the alicorn's sudden outburst. A stallion walked up to the mare. "Princess Twilight Sparkle, we-"

"Quiet!" Twilight snarled furiously, grinding her teeth with enough strength that they nearly cracked. "Peter has done _nothing_ wrong to _any_ of you! You should all be _ashamed_ of yourselves for treating him like this! There is no excuse for this unacceptable behavior!" Her eyes glowed momentarily. "So just… _back off_!"

The stunned crowd fell silent at the intensity of the Princess's incurred wrath.

Twilight let out a hard snort before vanishing in a flash of light and materializing several yards away. The alicorn's eyes widened and ears perked when she saw the door to her home slam shut. She sighed inwardly, relieved that Peter chose to at least retreat home in contrast to the Everfree Forest. Twilight quietly entered the Treebrary, furrowing her brow after failing to immediately locate her coltfriend inside.

Following a sudden hunch, she glanced towards the ceiling, her expression falling at a peculiar sight above. There he was, resting soundly in the middle of a net of webbing. It was poetic justice to enter the spider's web, literally. However, Twilight wasn't about to continue from her current location. Peter lifted his head once Twilight materialized near his position, smiling. The stallion failed to meet her gaze as he shamefully glanced to the side, his ears lowering into his mane.

"I don't blame any of them," Peter whispered, finally finding the strength to speak his mind honestly. "I tried to earn everypony's trust, but all I did was show them I'm just as much of a monster as the Green Goblin was. Even Fluttershy is afraid of me now. I'm just a freak. If I can't learn to trust myself, how can I earn _anypony's_ trust after everything that's happened?"

Unhappy to watch her coltfriend remain in such a sad state, Twilight brought her hoof under Peter's chin and lifted his muzzle to meet her lips. The alicorn's kiss was deep and full of passion, only parting momentarily for breath and to then deepen the kiss further. Peter drank Twilight in, tightening his embrace around the mare. She moaned contently in his strong, yet gentle grasp, opening her mouth to allow the stallion to explore the inner depths of her muzzle with his tongue. Opening her eyes partly, she gazed lovingly at the one who had stolen her heart. After several long moments, Twilight pulled away, much to Peter's dismay, but she gave the stallion a confident smile. She would continue to follow his example, leading with her heart and giving him a simple-minded yet honest answer.

"One pony at a time," she giggled, pausing to place a hoof over her stomach. "Or _two_ in this case."

Peter's eyes shot open at the mare's statement. Once again, he had found a way to doubt himself, while Twilight never stopped believing in him for a second. It would take time to earn Equestria's trust back, but that no longer felt as troublesome as it did moments ago. Peter wrapped his hooves around Twilight's neck while she did the same. Both ponies smiled, throwing all sense of doubt to the wayside while locked in each other's loving gaze. They had each other, and they were going to start a family.

Peter kissed Twilight's cheek, causing the mare to shiver involuntarily. "I love you."

Twilight's smile widened. "I love you, too." The alicorn glanced off to the side, her vision tracing the strands of webbing latched to her bookcases. "Uh... This webbing… it _does _come off, right?"

Peter blinked before following her line of sight to the bookcases below. He chuckled, snorting. "Thirty minutes, and it'll be gone." he cast her a smug smile. "Come on. I know better than to damage your books."

Tightening her hold, Twilight left out a heavy sigh of relief. "Good." Taking a moment to sober, she relinquished her hug. "We only have eleven months to prepare for the baby. Do you think we'll be ready?"

Peter shrugged. "Only time will tell," he declared, smiling as he gazed out to the sun beyond the window, "but I think our future is looking pretty bright."

* * *

><p><em>-Whether your pregnancy was meticulously planned, medically coaxed, or happened by surprise, one thing is certain- your life will never be the same.<em>

_- Catherine Jones_

_**The End.**_


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